Institutional Investors

OVERVIEW

EXPERIENCE

NEWS & INSIGHTS

ACCOMPLISHMENTS

Our mission is helping you achieve your strategic objectives through the deployment of investment capital.

Ensuring the best position and limiting risk are critical elements for each strategic investment you make. It’s important to have counsel who can protect your interests and structure your investment transactions with the latest trends and positions in mind.

HOW WE HELP

Seyfarth represents our institutional investor clients in connection with more than $60 billion per year in investments. Seyfarth is ‘one of the deepest and broadest team of lawyers who primarily represented investors in private funds’ and has been recognized among the leading Investment Fund Management: Private Equity law firms by The Legal 500 since 2017.

Whether investing in traditional commingled funds, direct deals, customized fund-of-one structures, co-investment vehicles, joint ventures, real estate and real estate funds, club deals or other bespoke investment structures, our attorneys have the experience to navigate through the complicated business, tax, derivatives, regulatory and ERISA fiduciary issues facing the institutional investing world. Seyfarth also has extensive experience in connection with GP led and LP led secondary transactions. These have increased significantly in recent years and it is anticipated that these types of transactions will increase in the coming years.

Because of our extensive experience, not only are we able to provide excellent legal advice, but we also are able to provide invaluable insights into the latest investment structures, current market terms, and new trends.

Our cross-disciplinary team includes more than 50 attorneys in corporate, benefits, tax, fiduciary, derivatives, real estate, and bankruptcy. Members of our group are recognized as leaders in their fields by Chambers USA, The Legal 500, IFLR 1000, and Best Lawyers are active participants in the National Association of Public Pension Fund Attorneys, Pension Real Estate Association, the Institutional Limited Partner Association, and a range of trade industry working groups.

Our Institutional Investor Team has represented large institutional investors in their investments for more than 30 years. We serve as investment counsel to a significant number of large retirement plans (government pension, corporate and multi-employer plans), tax-exempts (universities, health systems and private foundations), and family offices. Our clients look to us to help meet their long-term investment goals, protect retirement benefits and satisfy the purpose and philanthropic goals of tax-exempt entities.

THE SEYFARTH EXPERIENCE

Seyfarth is one of the only large law firms that focuses primarily on the institutional investor rather than on the sponsor. This focus means that our attorneys are uniquely attuned to the needs of our clients - fee transparency, cost savings pressures, headline risk, options strategies, data privacy and fiduciary responsibilities—and can be a trusted advisor to our client’s in connection with their investment decisions and operations.

We regularly are asked to handle the most complex transactions in which our clients are involved. This includes cross-border and offshore transactions. Seyfarth’s attorneys guide our clients through regulatory, tax and structuring issues inherent in these transactions.

In an effort to help our clients stay up to date on the latest trends in the investment arena, we regularly provide alerts, webinars and training for our clients. These generally are provided without charge and are part of our value add.

Sub-Areas

Co-Investments and Direct Equity. Seyfarth represents institutional investors in domestic, international and cross-border direct investments, joint ventures and co-investments in a variety of asset classes and industries. We provide legal due diligence, tax and other structuring analysis and advice, and drafting and negotiation of all investment documentation. Co-investments, joint ventures and direct equity investments typically range from $50 million to $500 million.

Joint Ventures. Bearing in mind our clients’ specific needs and the type and purpose of the joint venture, we provide creative structuring advice and insight into current market terms, alongside advice on navigating complex markets and partnership challenges.

Private Equity. Seyfarth represents institutional investors in connection with their private equity fund investments across a range of asset classes and strategies. We understand the latest trends in fund structures and terms, review the private placement memoranda, partnership and operating agreements, subscription materials and other fund documents, negotiate side letters and appropriate amendments to the underlying fund documents, and if necessary, assist our clients in establishing off-shore affiliates for particular transactions to minimize unrelated business and taxable income (UBTI) issues. We have experience with US, foreign and international funds, including funds of funds, commodity pools, master-feeders, guaranteed funds, segregated portfolio companies and passive foreign investment companies.

Hedge Funds. Seyfarth represents institutional investors in connection with their investments in domestic and international hedge funds employing various strategies, including reviewing and commenting upon all fund documentation and negotiating appropriate side letter agreements. We work with our clients to identify both the legal risks and any material non-market terms. If the clients elect to go forward with the transaction, we then negotiate appropriate side letters and, where possible, modifications to the other transaction documents.

Secondary. Seyfarth has worked with governmental pension plans and other institutional investors in matters involving the secondary sale of private assets, including both large single asset sales as well as substantial portfolios. In addition to our representation of clients in connection with LP led secondary transactions we routinely represent them in GP led secondaries.

Real Estate. Seyfarth represents our institutional investor clients in all manner of real estate transactions. In addition to real estate focused funds, we handle direct real estate transactions, joint ventures and asset management issues.

EXPERIENCE

Represent a large government plan in in connection with $3.2 billion in new deals (joint ventures; club deals, commingled funds, direct transactions) plus (i) $1.2 billion in secondary sale transactions, and (ii) $1 billion in restructuring of old deals. We also handled over 150+ non-disclosure/non-reliance agreements, as well as securities and other corporate counselling matters.
Represent a managed care consortium retirement plan with respect to all aspects of entering into investments, including investment management agreements, collective investment trusts, and alternative investments (i.e., private equity and other commingled funds). Over the last 12 months, Seyfarth assisted the client in roughly $1.85 billion in approximately 40 domestic and cross-border alternative investments, both as anchor investors and co-investors.
Representing three large government plans in an aggregate investment of approximately $900 million into a blue chip private equity fund. Given the breadth of our institutional investor practice, we are often able to bring outsized value to clients by representing multiple clients on comingled fund investments (subject to conflicts waivers) and letting the clients benefit from economies of scale.
Representing a major university in setting up an offshore platform in order to access European and Asian investment opportunities with minimal tax impact. We have also represented this client in more than a dozen private equity, emerging manager and venture capital investments since 2021.
Represent a Fortune 100 corporate pension trust in investment transactions.
Represented a college in its termination of existing OCIO agreement, followed by the engaged of two now co-OCIOs.
Represented a government fund in a $1.7 billion joint venture that acquired a newly formed company that is a leader in the corporate travel industry. In addition to negotiating with the seller, we had to help our client work through issues with its four joint venture partners, which included a sovereign wealth fund, a foreign bank and two large private equity groups. While the interests were aligned, each JV partner had concerns and needs particular to its structure and mandate, making an already complex transaction even more difficult.
Represented a tax-exempt hospital system in the sale of alternative investment positions, which it had recently gained during the acquisition of another hospital system, on the secondary market. Seyfarth assisted with both the affiliate transfer to the successor defined benefit plan and the sale to the third party for about 45 of the positions. The transaction was completed on time and under budget.
Represented an ERISA plan in a $90 million private placement investment in a commingled hedge fund organized as a Delaware statutory trust and focused on issuers worldwide with market caps exceeding $100 million.
Represented a government plan in connection with its $500 million secondary sale of private equity positions. Our attorneys negotiated a purchase and sale agreement with the purchaser, and negotiated the secondary transfer agreements with an array of private equity funds.
Represented the Limited Partner Advisory Board (“LPAB”) of a major real estate focused (distressed debt) private equity fund in connection with bankruptcy proceedings with respect to the fund’s general partner and investment manager. The LPAB’s seven members include a number of state retirement plans as well as other government and large corporate plans.

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Our mission is helping you achieve your strategic objectives through the deployment of investment capital.

HOW WE HELP

THE SEYFARTH EXPERIENCE

Sub-Areas

EXPERIENCE

Represent a large government plan in in connection with $3.2 billion in new deals (joint ventures; club deals, commingled funds, direct transactions) plus (i) $1.2 billion in secondary sale transactions, and (ii) $1 billion in restructuring of old deals. We also handled over 150+ non-disclosure/non-reliance agreements, as well as securities and other corporate counselling matters.
Represent a managed care consortium retirement plan with respect to all aspects of entering into investments, including investment management agreements, collective investment trusts, and alternative investments (i.e., private equity and other commingled funds). Over the last 12 months, Seyfarth assisted the client in roughly $1.85 billion in approximately 40 domestic and cross-border alternative investments, both as anchor investors and co-investors.
Representing three large government plans in an aggregate investment of approximately $900 million into a blue chip private equity fund. Given the breadth of our institutional investor practice, we are often able to bring outsized value to clients by representing multiple clients on comingled fund investments (subject to conflicts waivers) and letting the clients benefit from economies of scale.
Representing a major university in setting up an offshore platform in order to access European and Asian investment opportunities with minimal tax impact. We have also represented this client in more than a dozen private equity, emerging manager and venture capital investments since 2021.
Represent a Fortune 100 corporate pension trust in investment transactions.
Represented a college in its termination of existing OCIO agreement, followed by the engaged of two now co-OCIOs.
Represented a government fund in a $1.7 billion joint venture that acquired a newly formed company that is a leader in the corporate travel industry. In addition to negotiating with the seller, we had to help our client work through issues with its four joint venture partners, which included a sovereign wealth fund, a foreign bank and two large private equity groups. While the interests were aligned, each JV partner had concerns and needs particular to its structure and mandate, making an already complex transaction even more difficult.
Represented a tax-exempt hospital system in the sale of alternative investment positions, which it had recently gained during the acquisition of another hospital system, on the secondary market. Seyfarth assisted with both the affiliate transfer to the successor defined benefit plan and the sale to the third party for about 45 of the positions. The transaction was completed on time and under budget.
Represented an ERISA plan in a $90 million private placement investment in a commingled hedge fund organized as a Delaware statutory trust and focused on issuers worldwide with market caps exceeding $100 million.
Represented a government plan in connection with its $500 million secondary sale of private equity positions. Our attorneys negotiated a purchase and sale agreement with the purchaser, and negotiated the secondary transfer agreements with an array of private equity funds.
Represented the Limited Partner Advisory Board (“LPAB”) of a major real estate focused (distressed debt) private equity fund in connection with bankruptcy proceedings with respect to the fund’s general partner and investment manager. The LPAB’s seven members include a number of state retirement plans as well as other government and large corporate plans.