Heller Ehrman structures and organizes a variety of venture capital funds, private equity funds, hedge funds, commingled real estate funds and other pooled investment vehicles for general partners and investment managers throughout the world. Our attorneys are knowledgeable  about virtually every type of investment structure and also have experience with a range of underlying investments, including passive investments in private technology and life sciences companies, controlling stakes in public companies, distressed assets, mezzanine investments, real estate holdings, and publicly traded securities and derivatives. Our experience also includes complex economic structures such as hub-and-spoke funds, joint venture management companies, club deals and limited partner co-investments, multiple layers of debt and equity, tax-driven terms, and unusual subordination or inter-creditor issues.

Our team includes lawyers with significant partnership law, Employee Retirement Income Security Act (ERISA) taxation and cross-border experience. Their input is critical to the proper structuring of funds that must qualify for a particular regulatory scheme – such as a "small business investment company", "venture capital operating company," or "real estate operating company," – and meet the needs of particular classes of investors. A key aspect of our strength is our experience representing both fund management teams and institutional investors. Our perspective thus takes into account the concerns of "the other side" be it the sponsoring management team or the lead institutional investor. We also serve as regular counsel to fund managers, with respect not just to investments made by the fund, but also to incentive compensation arrangements, defaults and other investor relationship issues, valuation issues and other matters.

Facts About Our Practice

• Represent the general partners in the formation of numerous venture capital funds including Bay City Capital; Burrill & Company LLC; Hamilton Technology Capital; Halberdier Fund; IP Cathay Fund; Lemhi Ventures, LLC; LOF Partners, LLC; Milestone China Opportunities Fund I; Miramar Venture Partners; MUS Roosevelt China Pacific Fund and funds managed by Trinity Ventures. In past engagements, team members have represented the general partners in venture capital fund formations for Enterprise Partners Venture Capital, Forward Ventures, Kleiner Perkins Caufield & Byers, Mission Ventures, Shepard Ventures and a host of others.
• Negotiate investment terms for funds organized by some of the world's leading venture capital and buyout investment firms, including Berkshire Partners LLC, CID Greater China Venture Capital Fund II, Draper Fisher Jurvetson, First Reserve Corporation, GTCR Golden Rauner LLC, J.C. Flowers & Co. LLC, J.H. Whitney & Co., Madison Dearborn Partners, Morgan Stanley, Silver Lake Partners, Texas Pacific Group Ventures, TDF Capital China II, The Blackstone Group, Thomas H. Lee Putnam Ventures, Venrock Associates and Warburg Pincus LLC.
• Organize funds domiciled in a variety of jurisdictions – including Delaware, California, the Cayman Islands, the British Virgin Islands, Mauritius – and the People’s Republic of China, – and structured in a number of forms, including limited partnerships, companies, limited liability companies (LLCs) and cooperative joint ventures.
• Handle the organization of new private equity management firms, including issues surrounding ownership of the branded franchise and the general partner vehicle, professional staff compensation and terms accorded to the sponsor.
• Work with international management teams with sensitivity to their compensation structures and the international nature of both a fund's investor base and proposed investor focus.
• Represent several large investment managers in the formation of hedge funds, including drafting formation documents, conducting closings and advising with regard to International Swaps and Derivatives Association (ISDA) documentation.