Private Fund Side Letters: Negotiating and Drafting Key Terms, Financing and Other Concerns

Mr. Goldman focuses his practice on legal and compliance matters for investment advisers and unregistered investment vehicles, including private equity, private credit, venture capital, real asset, hedge, continuation, and special situation funds, as well as separately managed accounts. He assists clients with structuring, launching, and operating investment vehicles, ensuring that legal, regulatory, and compliance frameworks align with business and investor objectives. Mr. Goldman advises on all aspects of fund formation, including structuring, governance, marketing and side letter negotiations, and handles structuring and operational matters of fund sponsors, including employment matters, restrictive covenants, and incentive arrangements. He also counsels investment advisers on strategic transactions such as acquisitions, sales, lift-outs, recapitalizations, and combinations of registered investment companies. Mr. Goldman's practice combines technical knowledge of investment services law with practical, business-oriented solutions that help clients achieve their financial and operational goals.

Mr. Posthuma focuses on the formation of private investment funds. He forms strategic relationships with real estate companies, asset managers, and financial institutions to create thoughtful solutions for their fundraising and investment needs. Mr. Posthuma helps sponsors with open- and closed-end funds in a wide range of investment strategies, such as real estate (including core, value-add, and opportunistic), private equity, infrastructure, credit, hedge, and other alternative asset classes. He also works with clients on separate accounts, co-invests, joint ventures, club deals, and other investment transactions. Mr. Posthuma collaborates with asset managers who invest around the world, with a particular emphasis on funds and other investments in Brazil, Mexico, and other parts of Latin America. 

Mr. Tope advises secondaries firms, investment fund sponsors, and investors on fund formation and secondaries transactions. Having completed more than 250 secondaries transactions in his career, he has significant experience with pooled sale/purchase transactions and GP-led restructurings. Mr. Tope's secondaries clients include lead investors in connection with GP-led and other complex secondary transactions and buyers and sellers in connection with the purchase and sale of fund interests. His sponsor-side clients include prominent and emerging private equity, infrastructure, energy transition, real estate, venture capital and hedge fund sponsors. Mr. Tope advises in multiple areas, including the drafting of offering memoranda, negotiations with investors and Investment Advisers Act and Investment Company Act compliance. Adam brings a global perspective to his practice, having represented managers and investors in dozens of jurisdictions.