Practice Areas

Our Investment Management Clients. Howard Rice's Investment Management Group represents all types of participants in the investment management and securities industries. Our hedge fund and offshore fund practice is one of the most active and well respected in the country. Our clients range from star portfolio managers striking out on their own to technology start-ups in the securities industries to institutional money managers to mutual funds and their advisers, distributors and independent directors. We also represent some of the country’s largest institutional investors in connection with their investments in hedge funds, private equity funds, venture capital funds and other alternative investments.

Fund Formation. Our Investment Management Group team conceives, structures, forms and documents investment funds of all sizes and kinds—small and large, domestic and foreign, public and private, open-end and closed-end. As lines between traditional fund forms, such as private equity and “hedge,” blur in rapidly evolving markets, we are particularly active in creating new “hybrid” funds with innovative compensation and participation arrangements.

Management Company Formation. As an integral part of our investment management practice, we also form and advise the organizations that run investment funds and that manage money for all kinds of investors, public and private, institutional and retail. We regularly negotiate special investment arrangements and joint ventures involving alternative investments with leading institutions worldwide.

Counseling, Tax and Other Matters. We counsel our investment management clients on a range of regulatory and compliance matters, personnel matters, trading issues, and ERISA. Tax planning is critical in many engagements. Our tax attorneys are leaders in the profession, particularly in partnership and international tax matters, and are an integral part of the investment management team. We also work closely with the firm's litigation attorneys to provide excellent results in lawsuits, arbitrations and regulatory inquiries involving investment managers and investment issues.

Portfolio Investments. Drawing on a deep bench of top M&A and transactional lawyers, our team represents funds and managers making portfolio investments of all kinds, including negotiated debt transactions, private investments in public equities, and even transactions for control of public companies.

Our Unique Attributes. Relatively few law firms outside of Wall Street and Washington truly emphasize investment management, securities market participants, mutual funds, hedge funds, private equity funds and offshore funds. Among those that do, we stand out because of our attorneys' blend of investment management concentration and broad experience, attributes that are often at odds. We are not narrow specialists. We draw on high-level corporate finance, mergers and acquisitions, and tax backgrounds for perspective and overall "lawyering" skills not often found among highly specialized groups. We emphasize straightforward analysis and communication of legal and business issues as the best, most efficient tools for serving our clients. We pride ourselves in crafting understandable, accessible and relevant disclosure to investors. We bring the Howard Rice insistence on high quality to these specialized fields.

Areas of Focus

• Organizational and tax structuring
• Limited liability company and partnership agreements
• Employment and equity sharing arrangements
• Financing and strategic partnerships for start-up organizations
• Tax advice regarding hedge and private equity fund formation and structuring
• Investment fund organizational documents and agreements
• Investment management agreements and special investment terms
• Private equity and venture capital fund formation
• Review of investment fund documents for investor clients
• Litigation and enforcement matters
• Regulatory filings for funds, advisers and broker-dealers
• Regulatory compliance systems
• Regulatory examinations and investigations counseling
• Sales of investment management businesses
• Investment company directors and trustees counseling

Representative Engagements

The following is a very small sample of some of the kinds or problems we have recently helped our clients to solve.

Two internationally known portfolio managers at a large global investment management firm were considering leaving to start a hedge fund management company. At the same time, they were loyal to their employer, who wanted them to stay and continue managing their very successful investment funds. We structured a unique joint venture between the portfolio managers and their employer through which they could form some new hedge funds and share the profits arising out of the management of those funds while continuing to serve the employer's existing clients. We built a tax-efficient structure for both the management company and the funds that accommodated a unique blend of multi-national constituencies.

A successful regional mutual fund sponsor had been acquired by a large financial organization owning several other fund groups with overlapping products and disparate distribution, operations and governance structures. The independent directors of the fund sponsor hired us to assist them in evaluating the parent's proposals to rationalize and consolidate the various products and structures over a period of time. After extensive negotiations, our engagement concluded successfully with the implementation of these proposals and the election of our clients to a combined fund board overseeing more than 100 portfolios.

We structured and negotiated the sale of 50% of a hedge fund business to a holding company that was building a portfolio of similar investments. The holding company intended to conduct an initial public offering. We developed an innovative structure for a tax-free reorganization and a limited liability company to conduct the ongoing investment management operations in which the holding company and the investment professionals shared ownership.

A major fund complex had been subpoenaed by federal and state authorities for information regarding possible market timing activity in the funds. The investment adviser and the independent directors of the funds determined to conduct an internal investigation into potential market timing transactions by employees of the adviser. We were engaged as independent counsel by the adviser and the independent directors to review the conduct of that investigation and the personal trading of the employees that had been identified during the investigation. In the course of our engagement, we performed a detailed inquiry and developed a definition of market timing, a review procedure, and a methodology for assessing damages that provided a practical framework for considering the novel issues presented. Our findings and recommendations were ultimately adopted by our clients.

Selected private fund managers that attorneys in our Investment Management Group represent:

Selected investment companies and related parties that attorneys in our Investment Management Group have represented:

Selected private fund investors that attorneys in our Investment Management Group represent:

• Gordon and Betty Moore Foundation
• Regents of the University of California
• U.C. Berkeley Foundation
• UCSF Foundation
• John Muir Health

Related Groups

• Commercial Litigation
• Emerging Companies & Venture Capital
• Financial Institutions & Services
• International
• Tax Strategies & Planning