Fund Structuring

  • Overview
  • Attorneys
  • News

Beginning with the initial structuring of an investment fund, our lawyers assist our clients with making all the decisions that go into the creation of the fund and the fund manager, and the terms of the fund charter documents such as fund governance, allocations of profits, losses and cash flows between investors and the fund sponsor, unit transferability and fund termination. When these terms are negotiated with one or more lead investors in a fund, we provide our experience and insight into this process. In addition to advising our clients on the legal aspects of fund structures, our lawyers bring years of experience to the table that allows them to provide insight and guidance on deal terms and structures, identification of risks and dealing with regulators.

Kutak Rock has significant experience representing clients offering both public and private investment funds.  Historically, these funds were generally organized as limited partnerships in which the sponsor acts as the sole general partner, with investors being admitted as limited partners in one or more classes. Recently, many sponsors have organized these funds using a limited liability company structure for greater liability protection. Lawyers in the Private Investment Group have been involved with structuring both limited partnerships and limited liability companies and are experienced in advising sponsors regarding capital structure, governance, liability and indemnity, and other issues involved in organizing funds of this type.

Kutak Rock’s Private Investment Group also has pioneered transactions involving fundless sponsors—investors lacking dedicated capital for their investment or buyout activities. The Private Investment Group counsels sponsors seeking private equity funds or other investors to complete transactions, as well as sponsors that use their own funds to complete transactions. The Private Investment Group also represents funds that work with fundless sponsors on transactions initiated by the fundless sponsors.