Investment Funds
Rimon advises clients in the formation and operation of all types of alternative investment vehicles, including hedge funds, venture capital funds, private equity funds, private real estate funds and other private pooled investment vehicles. Our advice covers the broad scope of issues faced by funds and their managers under the various state and federal laws and regulations under which they may operate. We assist our clients in navigating the complex federal and state laws and regulations governing securities, funds and advisers, including the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the USA PATRIOT Act and comparable laws in non-U.S. jurisdictions. We counsel funds with respect to the availability of exemptions from registration under the Investment Company Act or the Investment Advisers Act and assist in the registration process when exemptions are not available.
Rimon represents fund managers with assets under management ranging from less than US$100 million to more than US$10 billion and covering a wide range of strategies – e.g., long/short equity; sector-focused; distressed/special situations; activist; real estate; multi-strategy; and fund of funds/multi-manager platforms.
Our Investment Funds practice also advises clients in structuring and negotiating over-the-counter (OTC) derivatives transactions and trading within the regulation of exchange-traded derivatives. Our lawyers provide assistance in designing new markets and products, negotiating and documenting contracts, compliance advice and litigation services to a wide range of investment funds and other institutional clients in their derivatives and trading activities. Our lawyers aid clients in analyzing applicable regulatory constraints under the federal commodities laws and related securities laws, considering the application of those requirements to the client's business and developing solutions to the regulatory issues presented. Our lawyers work closely with, and call upon the expertise and experience of, other Rimon attorneys in areas such as mergers and acquisitions, securities law, tax, litigation and ERISA.
Our extensive knowledge of the fund industry, as well as extensive industry contacts, enables our attorneys to provide clients with insights on industry trends and current market/business practices and to work in partnership with clients to address the business realities that clients face.
Fund Formation
Rimon's fund attorneys advise clients on the formation of the full range of private investment funds, both open- and closed-ended, utilizing all asset classes and strategies, including private equity funds, venture capital funds, hedge and other alternative strategy funds, real estate funds, debt funds, mezzanine funds, futures and options funds, multi-manager funds, funds of funds and novel hybrid funds. Our attorneys also specialize in forming and counseling customized funds for investors and sponsors with unique financial and operating terms.
Our private funds lawyers have a deep knowledge and solid command of the critical issues that arise in the formation of new private funds and the restructuring of existing funds, including those relating to structuring, disclosure, reporting obligations, regulatory compliance and taxation. We advise clients with respect to all U.S. legal aspects of fund formation, including:
- General partner/management company structuring and formation including: arrangements among principals; employee compensation and retention matters; and related tax matters
- Structuring of fund products including: U.S. tax implications of alternative fund structures; appropriate jurisdictions of formation – U.S. vs. offshore; available exemptions from the U.S. Investment Company Act of 1940; side-by-side vs. master-feeder investment structures; hybridized products and structures
- Seed investment and joint venture matters
- Preparation of formation documents for general partner/management company and funds
- Preparation of fund offering documents
- Coordination with other professionals, including: accountants, auditors, administrators, offshore legal counsel
- Investment Adviser registration and compliance
- Broker-Dealer registration and compliance
- Commodity Pool Operator registration and compliance
- Commodities Futures Act compliance
Regulatory Compliance
Post formation, Rimon fund attorneys advise clients with respect to a variety legal matters, including:
- SEC offering exemption and state securities (“blue sky”) filings
- Employment and consulting agreements and other personnel matters
- “Side letters” and other investor agreements
- Investing/trading issues regarding liquid and illiquid positions
- 1934 Act compliance matters (Schedules 13D, 13G; Form 13F; Forms 3, 4, 5)
- Derivatives (review of ISDA documentation, negotiation with counterparties)
- Private equity and other “side pocket” transactions
- Credit facilities
- Governance matters
- On-going Investment Adviser, Broker-Dealer and Commodity Pool Operator registration and compliance matters
- ERISA matters
- Distribution/marketing agreements
- Third party marketer agreements, including due diligence and compliance matters
- Manager due diligence matters for funds of funds and similar products
- New product design and implementation
Derivatives
Rimon's derivatives practice represents investment funds and other institutional investors in a wide variety of derivatives transactions. Our lawyers advise on structuring over-the-counter derivatives products, including complex derivatives based on credit, commodity, equity, debt, interest rate, foreign exchange and currency instruments, total return swaps, forward and option agreements, repurchase agreements, securities lending agreements, prime brokerage agreements and master netting agreements. Our lawyers regularly negotiate International Swaps and Derivatives Association (ISDA) and Bond Market master agreements and other customized forms that govern derivatives transactions, as well as document and negotiate related guarantees and collateral arrangements. We are familiar with documentation in the form of market-standard master agreements, as well as the proprietary documentation utilized by many banks and dealers for long/short trading, prime brokerage and other brokerage and clearing services. Additionally, Rimon counsels clients in preparing financial disclosures, structuring novel products, negotiating dispute settlements and in close-outs and preparing transaction valuations.
Rimon fund attorneys advise clients with respect to:
- Federal and state securities and commodities laws relating to derivatives transactions and trading arrangements;
- Market and regulatory developments and their implications for policies and procedures, product structures and documentation
- Client defaults and termination events
- Responses to investor due diligence inquiries
- Derivatives trading policies and procedures
- Agreements with fund administrators, data and electronic trading platforms and other service providers
- Strategies for managing liquidity and margin obligations through the use of master netting arrangements, margin lockups and other tools
- Strategies to mitigate counterparty credit risk
- Total return swap trading platforms
Erisa
Rimon fund attorneys advise clients with respect to:
- Employee and partner compensation arrangements and tax planning
- Golden handcuffs and restrictive covenants
- Estate planning
- Federal laws and regulations regarding participation of benefit plan investors in private funds and fiduciary responsibilities of private funds with regard to benefit plan investors.