Special Investment Counsel


Institutional investors have long relied on Waller’s special investment counsel attorneys for legal advice regarding investments in:

  • Hedge funds
  • Venture capital funds
  • Private equity funds
  • Private investments in public equities
  • Other alternative investments

Our experience covers the preparation or review and negotiation of all documentation related to the commitment of investment funds, including limited partnership agreements, limited liability company operating agreements, subscription agreements, disclosure documents, investment management agreements and side letters. We also counsel investment managers on formation, operations and divestitures for firms ranging from advisory subsidiaries of large commercial banking clients to small stand-alone registered investment advisory firms. 

We provide innovative solutions by utilizing our inter-disciplinary approach to comprehensive client service. Our securities practice adds a deep bench of transactional lawyers with considerable M&A and securities experience, including experience in fund structuring, formation and documentation. Our investment counsel team is also supported by one of the largest and most sophisticated tax practices in the Southeast, which provides assistance on a large range of ERISA and tax compliance matters.  Finally, we are assisted by experienced trial and appellate practitioners who evaluate potential claims and prosecute or defend lawsuits, arbitration proceedings and regulatory proceedings involving investment issues as needed.

In addition to reviewing investment documentation to ensure that the transactional documents properly embody the terms outlined in any offering or marketing materials and/or presentations to pension trustees, the team typically analyzes all governance provisions and economic terms. Clients benefit from having access to Waller’s proprietary Detailed Analysis of Terms of the Agreement (DATA) Matrix, which identifies issues and key terms for discussion. The team uses the DATA Matrix discussions to develop investor-specific preferences as to key terms that are high priority and update them as the investment context changes. 

We also advise on confidentiality issues in a number of situations, including when confidentiality is requested by fund sponsors or secondary market participants.

Our experience includes a wide variety of issues, including general partner removal, receiverships, liquidations, and consent action reviews for alternative investments.  Representative examples of our investment counsel services include:

  • Negotiating investment management agreements, including a manager of managers agreement and related sub-management agreements
  • Reviewing terms for redemptions of interests in funds after follow-on investments
  • Reviewing terms for follow-on investments in co-investment funds formed to participate in original funds
  • Reviewing terms for conversion of existing classes of equity interests to new classes of equity interests
  • Reviewing initial investments in venture capital, private equity and  hedge funds
  • Implementing removal of general partners/wind-up of funds
  • Providing advisory and litigation services for investment in funds placed  into receivership
  • Negotiating prime broker margin account agreements
  • Providing tax advice as to investing through blockers or otherwise
  • Providing fiduciary counseling for boards or trustees
  • Creating or reviewing corporate governance policies

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