Investment Funds

Shearman & Sterling offers a broad range of legal services to registered and unregistered investment funds and advisers, working with clients throughout the world from our offices in New York, London, Hong Kong, Washington DC, Paris, Tokyo, São Paulo and Abu Dhabi. Our lawyers work closely with colleagues across the firm, particularly in the areas of tax, ERISA, and financial regulatory matters.

Shearman & Sterling lawyers are adept at reconciling complex regulatory and tax regimes with the competing requirements of fund managers, their investment strategies and their target investors. Our Investment Funds lawyers join forces with our Derivatives & Structured Products team and our Financial Institutions Advisory & Financial Regulatory team to provide a full range of asset management services to clients.

Fund Formation Capabilities

Shearman & Sterling is involved in the design and development of all forms of alternative investment products and services, including:

Private equity funds Private equity funds of funds Domestic and offshore hedge funds Funds of hedge funds Registered investment companies Infrastructure funds Real estate funds Shari’ah compliant funds Debt funds Captive funds Pledge funds

Distressed asset funds Hybrid funds Venture capital funds Segregated portfolio companies Exchange traded funds Principal protected funds Business development companies Specialized pools used to offer structured finance instruments Mutual fund wrap fee programs

Our fund sponsor clients pursue investments in all major asset classes and geographies, including the United States, Eastern Europe, Western Europe, Latin America, Asia, Africa, India and the Middle East. As counsel to both fund sponsors and fund investors, we have worked extensively either with or opposite every category of investor in private funds, including corporate, public and private pension plan, private family, foundation and endowment, fund of fund, foreign sovereign and quasi-governmental agency investors.

Private Equity Fund Advice

In addition to fund formation, Shearman & Sterling lawyers advise private equity fund sponsors and investors on all of their ongoing business matters, including transfers, defaults, investment structuring, co-investments, succession issues, leverage facilities, employee incentive plans, employment matters, spin-outs, management company structures and tax structuring for investors and investments. We also assist sponsors with troubled portfolio companies, including with respect to litigation, bankruptcy and restructurings.

Hedge Fund Advice

Shearman & Sterling regularly advises hedge fund sponsors and investors on ongoing matters, including trading and investment compliance, valuation, tax issues, restructurings, suspensions of NAV and redemptions, use and creation of side-pockets and subsidiary holding companies, liquidations, and management company structures. With respect to transactional matters, we provide counsel to hedge funds on leverage, derivatives and trading, strategic investments and management company acquisitions.

Registered Funds

Shearman & Sterling provides counsel to fund management organizations, fund families and independent directors with respect to funds registered under the U.S. Investment Company Act. Our clients are both traditional mutual fund firms and innovative registered investment companies designed around complex investment programs, specialized tax needs and other related regulatory schemes.

In the UK, Shearman & Sterling advises on the structure, establishment and registration of regulated funds, and provides managers, advisers and promoters of regulated and unregulated funds with advice on the boundaries of UK regulated activities. We are also experienced with EU-wide legislation relating to the registration of regulated funds (UCITS), the structuring, establishment and marketing of those funds and the marketing of transferable securities.

Registered Advisers

Shearman & Sterling has extensive experience assisting our investment adviser clients with registration under the U.S. Investment Advisers Act and the development of compliance and reporting programs for registered advisers, including advice on trading and client dealing rules.

In the UK, Shearman & Sterling advises asset managers and entities owning asset managers (e.g., financial institutions) on business structure, regulatory authorization, ongoing compliance and other advisory issues under the UK Financial Services and Markets Act.