Advice and Counseling to Investors
Anderson PLC works with public and private pension funds, endowments, family offices, funds-of-funds, high-net-worth, and other investors and investor consultants in relation to single-investor and commingled investments in companies, funds, and commodity pools organized in the U.S., the Cayman Islands, the British Virgin Islands, Luxembourg, and other non-U.S. jurisdictions.
The standards that public and private pension funds, endowments, family offices, and other investors must satisfy when identifying potential private investments in businesses and alternative funds have tightened over the last several years, including as a result of greater scrutiny of the investment management sector by the Securities and Exchange Commission. Beyond identifying an investment that they expect to perform well, investors are expected to thoroughly and carefully analyze the conflicts of interest and liquidity, information-reporting, legal, regulatory, and operational risks associated with an investment in a business, fund, or pool.
Anderson PLC provides practical, sophisticated legal representation to institutional investors at competitive rates. The firm’s experience representing investors is complemented by its significant practice representing investment advisers, private funds, registered funds, broker-dealers, commodity pool operators, and commodity trading advisors. With this background, Anderson PLC brings a unique perspective that allows the firm to conduct a detailed and effective multi-level (legal, regulatory, managerial, operational) assessment of an investee business, fund, pool, and investment manager, and to assist the client in determining the investee’s future prospects.
Services
As counsel to investors, Anderson PLC:
- Designs and develops standardized and custom, periodic and one-time investee questionnaires and other due diligence documentation, focused on the investee entity’s governance, supervisory processes, internal controls, capitalization, major operational processes, and risk management policies and procedures
- Drafts and negotiates confidentiality and non-disclosure agreements
- Reviews investee entity chartering, organizational, financing, and offering documentation, and investment management agreements
- Interviews the senior management and relevant staff of the investee entity or fund manager
- Identifies and analyzes conflicts of interest in investment structures
- Identifies and analyzes the investee organization’s liquidity and information reporting terms and processes
- Reviews, drafts, and negotiates term sheets and letters of intent
- Advises investor boards and management regarding proposed investments, and processes for assessing such investments
- Drafts and negotiates definitive investment transaction documentation, including commitment agreements, limited partnership agreements, separately managed account agreements, fund-of-one agreements, co-investment agreements, and joint venture agreements
- Drafts and negotiates side letters and similar documentation governing liquidity and information-reporting rights and duties
- Advises on, and drafts and negotiates documentation relating to, sales and purchases (including on a secondary basis) of private securities or portfolios of assets
- Drafts, reviews, and negotiates agreements for custody, financing, administration, transfer agency, prime brokerage, valuation, and audit services
- Coordinates the use of local counsel (including law firms and lawyers outside of the United States)
- Advises on valuation issues
- Counsels on regulatory documentation and approvals, where required, and exemptions from registration, where available
- Advises on post-closing investment agreement interpretation issues
- Counsels on processes to monitor post-closing performance of investments