Private equity and investment management
Private equity and investment companies operate funds that pool the investments of anybody prepared to part with their money for a sustained period of time. The private equity firm takes this cash – often alongside a large portion of bank debt (making it a lsquo;leveraged buyoutrsquo;, or lsquo;LBOrsquo;) – to buy companies or other assets with the goal of selling them on at a massive profit. Investment management lawyers, therefore, have two primary functions: they form the funds (which are typically structured as limited partnerships) and help the private equity firm negotiate the terms on which investors contribute their money, and they act for the private equity fund when it buys and sells its investments.
Venture capital is a subset of private equity that sees investors put money into startup companies or small businesses in the hope they will be sold to a private equity firm or taken public. Although this typically entails high risk for the investor, it has the potential for above-average returns. The higher risk compared to private equity proper is offset by investing smaller amounts over a shorter timespan, typically.
Investment management is the professional management of various securities (shares, bonds, etc) and assets in order to meet the specified investment goals of investors. Investment management lawyers may work in any of the specialist areas described below, but ultimately advise on the structuring, formation, taxation and regulation of all types of investment funds.
A hedge fund is a private, actively managed investment fund. It aims to provide returns to investors by investing in a diverse range of markets, investment instruments and strategies. Hedge funds#39; investment strategies aim to make a positive return on investment regardless of whether markets are rising or falling. Expertise on the derivative markets helps hedge funds achieve this.
A mutual fund is a collective investment vehicle that pools money from many investors to purchase securities. The term is most commonly applied to collective investments that are regulated and sold to the general public.
A real estate investment fund/trust is a publicly traded investment vehicle that uses investors#39; money to invest in properties and mortgages.
Both hedge funds and mutual funds generally operate as open funds. This means that investors may periodically make additions to, or withdrawals from, their stakes in the fund. An investor will generally purchase shares in the fund directly from the fund itself rather than from the existing shareholders. It contrasts with a closed fund, which typically issues all the shares it will issue at the outset, with such shares usually being tradable between investors thereafter.
What lawyers do
- Advise clients on how to structure new funds.
- Help private equity firms negotiate the terms on which investors contribute their money.
- Act for the private fund when it buys and sells its investments.
- Assist clients throughout the fund-raising process. This includes the preparation of offering materials, the preparation of partnership agreements, advising on and documenting management and compensation arrangements, and closing fund formation transactions.
- Draft the numerous organizational documents necessary to form an investment fund, including a private placement memorandum, a limited partnership agreement (if the fund is a limited partnership) or an operating agreement (if the fund is a limited liability company), and investor subscription agreements.
- Conduct diligence and negotiate contracts.
- Inform and advise clients on the constantly changing regulatory and compliance issues arising under US and international securities, tax and ERISA laws.
- Provide day-to-day advice with respect to issues such as performance and advertising, and brokerage and portfolio trading practices.
Realities of the job
- Funds lawyers often work for clients in very small teams, meaning there is the chance for even the most junior associates to gain great experience. “When you start out, you will work on private placement memos, draft key documents and review the transfer agreements,” says Bruce Ettelson of Kirkland amp; Ellis. “In funds, you may negotiate with hundreds of parties at the same time so typically you get the chance to work in negotiations as a young associate.”
- Structuring funds requires an intimate familiarity with relevant securities and investment company rules. Understanding and being able to apply knowledge of key legislature, such as the Securities and Exchange Commission (SEC) guidelines as well as federal and state laws, is a vital skill.
- Setting up funds also requires a significant amount of tax, ERISA and industry knowledge. Funds lawyers often work in close collaboration with their tax and finance colleagues to realize the best value for clients.
- Private placement memoranda must contain risk factors and material disclosures about the investment manager and the strategy to be employed by the fund.
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Form ADV is the uniform form used by investment advisers to register with both the SEC and state securities authorities. It consists of two parts: part one requires information about the investment adviserrsquo;s business, ownership, clients, employees, business practices, affiliations, and any disciplinary events of the adviser or its employees; part two requires investment advisers to prepare narrative brochures written in plain English that contain information such as the types of advisory services offered, the adviserrsquo;s fee schedule, disciplinary information, conflicts of intere
Private equity and investment management
私募股权投资管理
Private equity and investment companies operate funds that pool the investments of anybody prepared to part with their money for a sustained period of time. The private equity firm takes this cash – often alongside a large portion of bank debt (making it a lsquo;leveraged buyoutrsquo;, or lsquo;LBOrsquo;) – to buy companies or other assets with the goal of selling them on at a massive profit. Investment management lawyers, therefore, have two primary functions: they form the funds (which are typically structured as limited partnerships) and help the private equity firm negotiate the terms on which investors contribute their money, and they act for the private equity fund when it buys and sells its investments.
私募股权投资公司经营的资产来源于投资者的出资，在一个连续性的投资周期里，投资者暂不持有该资金。私募股权投资公司运用这部分资金，通常还会算上从银行那里获得的大额贷款，去收购其他公司或资产（即杠杆收购，或称“LBO”），此番运作的目的在于通过出售被收购的公司或资产而获得巨额利润。因此，从事私募股权投资管理业务的律师有两项基本的职责：其一，负责设计私募股权基金（典型形式为有限合伙），并协助公司与投资者就出资条款进行协商；其二，代表私募股权基金开展买入或售出业务。
Venture capital is a subset of private equity that sees investors put money into startup companies or small businesses in the hope they will be sold to a private equity firm or taken public. Although this typically entails high risk for the investor, it has the potential for above-average returns. The higher risk compared to private equity proper is offset by investing smaller amounts over a shorter timespan, typically.
风险投资是私募股权投资的一个分支，它投资于初创企业或小型企业，其退出方式是被投企业上市或被其他公司收购。虽然在这种投资通常会伴随着高风险，但它却具有获得超额利润的投资潜力。通常，这种高风险会因风险投资的投资数额较低、投资周期较短而降低。
Investment management is the professional management of various securities (shares, bonds, etc) and assets in order to meet the specified investment goals of investors. Investment management lawyers may work in any of the specialist areas described below, but ultimately advise on the structuring, formation, taxation and regulation of all types of investment funds.
投资管理是一种专业化的管理，管理的对象为各类证券（股票、债券等）和资产。通过此种专业化的管理，从而满足投资者特定的投资目标。司职投资管理业务的律师能够从事下列任何一个专项领域（对冲基金、共同基金和房地产投资基金/信托），但所有业务归根结底都是各类投资基金的设计、组合、纳税和管控。
A hedge fund is a private, actively managed investment fund. It aims to provide returns to investors by investing in a diverse range of markets, investment instruments and strategies. Hedge funds#39; investment strategies aim to make a positive return on investment regardless of whether markets are rising or falling. Expertise on the derivative markets helps hedge funds achieve this.
对冲基金是一种非公开性、管理活跃型的投资基金。此种基金运用各种投资工具和策略，广泛投资于各类市场，从而获得收益。对冲基金所采取的投资策略旨在获得丰厚的回报，而无论市场涨跌起伏，熟知衍生品市场将助力这一目标的实现。
A mutual fund is a collective investment vehicle that pools money from many investors to purchase securities. The term is most commonly applied to collective investments that are regulated and sold to the general public.
共同基金是一种集体性的投资工具，它集中众多投资者的资金用于买入多种证券。作为一种投资工具，共同基金被最频繁地用于受到监管、买入的资产向公众投资者出售的集体投资。
A real estate investment fund/trust is a publicly traded investment vehicle that uses investors#39; money to invest in properties and mortgages.
房地产投资基金/信托是一种公开性的投资工具，它将投资者的资金用于投资房产和抵押担保。
Both hedge funds and mutual funds generally operate as open funds. This means that investors may periodically make additions to, or withdrawals from, their stakes in the fund. An investor will generally purchase shares in the fund directly from the fund itself rather than from the existing shareholders. It contrasts with a closed fund, which typically issues all the shares it will issue at the outset, with such shares usually being tradable between investors thereafter.
一般而言，对冲基金和共同基金都属于开放式基金，即投资者可以定期地向其基金份额注资或撤资。在开放式基金项下，投资者通常都会通过直接购买基金股份的方式持有基金份额，而不会从该基金的既有股东处受让股份进而持有基金份额。相反，封闭式基金往往会在设立时时发行所有的股份，然后在投资者之间（在二级市场上）交易。
What lawyers do
律师有哪些职责
- Advise clients on how to structure new funds.
- 就如何设计基金，向委托人提出建议。
- Help private equity firms negotiate the terms on which investors contribute their money.
- 协助公司与投资者就出资条款进行协商。
- Act for the private fund when it buys and sells its investments.
- 代表私募投资基金开展买入或售出业务。
- Assist clients throughout the fund-raising process. This includes the preparation of offering materials, the preparation of partnership agreements, advising on and documenting management and compensation arrangements, and closing fund formation transactions.
- 协助委托人处理投资事宜，包括：预备须递交的材料，起草合伙协议，协商拟定基金管理和补偿协议，终止基金交易。
- Draft the numerous organizational documents necessary to form an investment fund, including a private placement memorandum, a limited partnership agreement (if the fund is a limited partnership) or an operating agreement (if the fund is a limited liability company), and investor subscription agreements.
- 起草设立投资基金所需的大量的文件，包括：私募备忘录，有限合伙协议（基金形式为有限合伙时）或经营协议（基金形式为有限责任公司时），投资者认购协议。
- Conduct diligence and negotiate contracts.
- 开展尽职调查和洽谈合同。
- Inform and advise clients on the constantly changing regulatory and compliance issues arising under US and international securities, tax and ERISA laws.
- 将美国和国际证券法律、税收法律及雇员退休收入保障法等规范中涉及监管和合规事项的修改部分告知委托人，并接受咨询。
- Provide day-to-day advice with respect to issues such as performance and advertising, and brokerage and portfolio trading practices.
- 提供有关基金的涨跌、推销、经纪和组合等交易事项的日常建议。
Realities of the job
律师的工作实况
- Funds lawyers often work for clients in very small teams, meaning there is the chance for even the most junior associates to gain great experience. “When you start out, you will work on private placement memos, draft key documents and review the transfer agreements,” says Bruce Ettelson of Kirkland amp; Ellis. “In funds, you may negotiate with hundreds of parties at the same time so typically you
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