Private investment funds are investing more capital than ever and the funds themselves are larger than ever. The industry’s success comes against a backdrop of evolving market trends, increasing regulatory and tax compliance and the rise of ESG. In relation to structuring, fund-raising, making deals, managing exits, maintaining investor relations and dealing with the press, investors and their advisers are faced with unprecedented challenges and opportunities.

This practical new edition, edited by Tom Alabaster at Ropes & Gray, features contributions by leading industry specialists on a wide range of issues arising at all stages of a private investment fund‘s life cycle. Topics covered include formation and structuring, regulatory matters, deal-level considerations, environmental concerns, as well as jurisdictional/offshore matters, their jurisdictional differences and choice drivers (such as Ireland and Luxembourg). The guide also sets out and explores the particular issues presented in relation to listed funds, energy funds, secondary transactions and GP-led recapitalisations.

As a result, this publication provides a wide-ranging and practical guide to the legal, regulatory, tax and commercial elements of establishing and operating private investment funds. Practitioners and other industry participants are likely to gain significant benefit from applying its contents within their own environment.

Tom Alabaster
Partner and head of private funds (EMEA), Ropes & Gray
[email protected]
https://www.linkedin.com/in/tom-alabaster-76511211/

Tom Alabaster is a partner at Ropes & Gray and the head of the firm’s private funds team in EMEA. Tom has broad experience in advising fund sponsors and fund investors on numerous issues, including fund structuring and formation, co-investments and SMAs, fund secondary transactions and LP portfolio sales, fund restructurings and carried interest arrangements.
Tom is recognised in the legal directories as one of the leading global fund formation lawyers. Tom is ranked as a “Leading Individual” for private funds and real estate funds by the Legal 500 (2023) and as “highly-regarded” for private equity funds and “recommended” for real estate funds by IFLR1000 (2023). He is also top-ranked in Chambers Europe (2023) for private equity funds and real estate funds, and in Chambers UK (2023) for private equity funds, secondaries transactions and real estate funds.
Tom previously worked in-house at The Carlyle Group and for another global law firm focused on private funds in New York. He is admitted as a solicitor in England and Wales.

Adrian Aldinger
Partner, Arendt & Medernach
[email protected]
https://www.linkedin.com/in/adrianaldinger/

Adrian Aldinger is a partner with Arendt & Medernach SA in Luxembourg. He advises fund sponsors on all legal and regulatory aspects related to the structuring, formation and ongoing operation of alternative investment funds with a particular focus on private equity, private debt, infrastructure and venture capital funds. Further areas of expertise include primary and secondary fund investments, fund governance and compliance as well as carried interest and co-investment arrangements.
Adrian is admitted to the bars of Luxembourg and Berlin (Germany), He regularly publishes articles on regulatory and legal aspects of fund formation/management and currently sits on the board of the Luxembourg Private Equity and Venture Capital Association (LPEA).

Gavin Anderson
Partner, Debevoise & Plimpton
[email protected]
https://www.debevoise.com/gavinanderson/

Gavin Anderson is a partner in Debevoise & Plimpton’s investment management group and has broad experience in advising sponsors and investors on a variety of issues, including fund formation, fund secondary transactions, LP portfolio sales, co-investment, fund restructurings and carried interest arrangements.
The major legal directories recognise Gavin as a leading funds lawyer. He is recommended for private equity funds by IFLR1000 (2022) and was named as an “Asia Future Leader 2021” by the guide. He is recognised for Investment Funds in the Legal 500 Asia Pacific (2023) and also top-ranked in Chambers Asia-Pacific (2023) and Chambers Global (2023). Who’s Who Legal (2021) also names him as a “Thought Leader” for private funds in Hong Kong.
He is admitted as a solicitor in England and Wales and Hong Kong.

Jonathan Baird
Partner, Hogan Lovells International LLP
[email protected]
https://www.linkedin.com/in/jonathan-baird-08b9214/

Jonathan Baird is a partner in Hogan Lovells’ London office and specialises in investment fund, asset management and real estate-related matters, including public and private capital raisings, as well as merger and acquisition activity. Jonathan has acted for issuers and investment banks on listings and capital raisings by listed investment companies in numerous countries across a range of asset classes.
Jonathan is qualified as a solicitor in England and Wales and is a member of the New York and Illinois bars.

James Bee
Associate, Latham & Watkins
[email protected]
https://www.linkedin.com/in/james-bee-69bb8348/

James Bee is an associate in Latham’s environmental, land and resources practice in London. James primarily advises clients on environmental, social and governance (ESG); environmental, health and safety; and energy matters, in both a transactional and advisory context.

Melissa C Bender
Partner, Ropes & Gray
[email protected]
https://www.linkedin.com/in/melissacbender/

Melissa C Bender is a partner in the asset management group and is a co-head of the private funds practice. She advises hedge funds, credit funds and other private funds on all aspects of their business, with a focus on helping sponsors with fund formation and regulatory compliance matters.
Melissa practises at the cutting edge of fund work and is recognised in her field as a member of the Legal 500, IFLR1000 and Band 5 by Chambers. She has launched numerous funds using novel hybrid structures, advises clients extensively on cryptocurrency, digital assets and fintech matters, and counsels clients on ESG and responsible investing.
Melissa values building and managing diverse teams, and is a much sought-after mentor by junior lawyers. To connect women within the asset management industry, she launched the Ropes & Gray Women in Asset Management Network (WAMN) which regularly hosts networking events in the Bay Area.

Camille Bourke
Partner, Arendt & Medernach
[email protected]
https://www.linkedin.com/in/camille-bourke-2a100725/

Camille Bourke is a partner with Arendt & Medernach. She specialises in the formation of alternative investment funds and regulatory aspects related thereto. Camille worked at the Luxembourg and Brussels offices and founded the London office in 2007, where she is now the resident partner. Prior to joining Arendt & Medernach, Camille practised in the New York office of Willkie Farr & Gallagher.
She has been a member of the New York bar since 2001, the Paris bar since 2004 and has been admitted by the Luxembourg bar to practise in Luxembourg under her French professional title. Camille holds a degree in business law from the Université Paris II Pantheon-Assas as well as a master’s degree (LLM) from Harvard University.

Lisa Cawley
Head of financial services regulatory team, Kirkland & Ellis International LLP
[email protected]
https://www.kirkland.com/lawyers/c/cawley-lisa

Lisa Cawley is the head of the financial services regulatory team at Kirkland & Ellis International LLP in London, with extensive experience in financial services regulation gained over more than 20 years. She advises on establishment of investment funds across all major alternative investment strategies, and related transactions including co-investments, secondaries and GP restructurings, complex M&A transactions involving regulated entities, governance and other compliance arrangements.
Lisa has been awarded “Lawyer of the Year (Investment Funds – Regulatory)” by Who’s Who Legal. She is ranked in Band 1 by Chambers UK and is described by clients as “highly knowledgeable” and “very personable and commercial as a lawyer”. Lisa is also recognised as a “Global Elite Thought Leader” in Who’s Who Legal: Private Funds and as a “Leading Individual” in the Legal 500 UK, where she is described as a “one of the top private equity regulatory lawyers out there”. Lisa is “Highly Regarded” for Financial Services Regulatory by IFLR1000 (2023) and is listed in the IFLR1000 Women Leaders 2022 and 2023 – EMEA supplement.

Alex Chauvin
Partner, Ropes & Gray
[email protected]
https://www.linkedin.com/in/alexandra-chauvin-68a251ab/

Alex Chauvin is a partner in the asset management group in London. Alex’s practice focuses on various areas of corporate law, including representing investment managers in all aspects of their business and operations and with a particular emphasis on the formation of US and European private alternative investment funds and structuring and executing secondaries transactions.
With respect to secondaries transactions, Alex’s experience spans across advising on GP-led solutions, fund restructurings, portfolio sales and other liquidity solutions, in both the US and Europe. Secondaries Investor named Alex in its 2020 list of the “Next Gen Leaders of Secondaries”.
Alex joined Ropes & Gray in 2022 and was previously in the investment funds practice with another major global law firm.

Tim Clipstone
Partner, Ogier
[email protected]
https://www.linkedin.com/in/tim-clipstone-40398311/

Tim Clipstone is a Guernsey Advocate and an experienced funds, regulatory and corporate lawyer with a particular focus on all aspects of the life cycle of hedge, private equity and venture capital funds, and alternative asset management structures domiciled in Guernsey and the British Virgin Islands, as well as corporate mergers and acquisitions and restructuring. He is consistently recognised as a leading practitioner by Chambers, the Legal 500 and IFLR.

Paul Davies
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/paul-davies-17506317/

Paul Davies is a global co-chair of Latham’s ESG practice and a member of Latham & Watkins’ sustainability committee. He advises clients on a broad range of ESG issues involving contentious, regulatory and transactional matters. He is recognised as a “world-leading ESG lawyer” (Chambers UK 2022). He is also acknowledged for his innovative approach, twice being named among Europe’s “Top Innovative Individuals” (FT Innovative Lawyers Report).

Isabel KR Dische
Partner, Ropes & Gray
[email protected]
https://www.linkedin.com/in/isabel-dische/

Asset management partner Isabel Dische co-leads Ropes & Gray’s institutional investors team. Ranked globally by Chambers Global for investment funds, she primarily focuses on advising asset managers and institutional investors on matters that span alternative asset classes. Among the clients she counsels are ten of the top 15 secondary buyers and sovereign wealth funds across the globe, including Australia, Canada, China, Japan, the Netherlands, Nigeria, Singapore and South Korea.
Isabel is especially skilled at structuring legally complex transactions and is known for “thinking creatively”, being “commercially smart” and providing “incredibly thoughtful” advice, as clients have told Chambers. With experience as both a funds lawyer and a deal lawyer, Isabel is able to offer a unique perspective when advising clients. In addition to her work with institutional investors, Isabel advises hedge funds and other private funds and their sponsors on fund formation, legal and risk management questions, and firm ownership and operations. She started her career as an associate at Atlas Venture, which one client notes “adds to her insight of how [funds] operate”. She also counsels investment advisers and institutional investors on environmental, social and governance and responsible investing.

Richard Doyle
Managing associate, Ogier
[email protected]

Richard Doyle is a Guernsey Advocate and an experienced corporate, finance and funds lawyer with a particular focus on private equity, mergers and acquisitions, debt and equity fund-raisings, shareholder arrangements, corporate governance, open- and closed-ended fund structures and regulatory matters.

Eve Ellis
Partner, Ropes & Gray
[email protected]
https://www.linkedin.com/in/eveellis/

Eve Ellis is a partner in Ropes & Gray’s asset management group specialising in financial services regulation. Eve provides advice across a broad range of regulatory matters (including in relation to ESG) with a particular focus on fund regulation and has done so for 20 years. In the Legal 500, clients describe Eve as “excellent”, “personable, accessible, very knowledgeable and commercially focused”. Peers comment they are “impressed by her knowledge and commitment”. Eve also has an in-depth understanding of fund formation matters, allowing her to provide complex regulatory advice in context.

Tom Evans
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/tomevanslondon/

Tom Evans is a partner in the London office of Latham & Watkins and global vice chair of the private equity and investment funds practice group. Tom is an M&A lawyer with two decades’ experience advising on complex international and domestic M&A and corporate financing arrangements for leading private equity houses and limited partners.
Tom is a regular contributor to thought leadership pieces in the industry, including in Private Equity: A Transactional Analysis (Globe Law and Business) and he edits Private Equity Exits: A Practical Analysis (Globe Law and Business).

John Gallagher
Partner, Maples Group, Ireland
[email protected]
https://www.linkedin.com/in/john-gallagher-3217b615/

John Gallagher joined the Maples Group Dublin office in 2011, having previously worked in leading financial services firms, and has been a partner in the funds and investment management team since 2016. He has extensive experience in supporting global clients with Irish and cross-border fund structuring, financial services and regulatory law including sustainable finance, with a particular focus on the establishment, operation and maintenance of investment funds. He advises on UCITS funds and regulated and unregulated AIFMD-compliant funds, across a broad range of strategies, with a focus on private markets and private credit funds. He is an active participant in domestic and global industry bodies in the area of private assets and credit.

Folakemi Greene
Associate, asset management group, Willkie Farr & Gallagher (UK) LLP
[email protected]
https://www.linkedin.com/in/kemi-greene-3b497162/

Folakemi Greene (Kemi) is a senior associate in the asset management group and advises sponsors in relation to the structuring and establishment of flagship, successor, continuation and follow-on funds, marketing and pre-marketing, the fundraising process, optimal structuring solutions and adherence to ongoing governance, reporting and notification requirements. On the investor side, Kemi advises sophisticated investors in relation to their commitments in a wide range of investment funds covering numerous sectors and strategies, including buyout, real estate, credit, hedge and venture capital. Kemi also has a substantial secondaries practice representing investment managers on a range of limited partner transfers and GP-led secondaries providing structuring liquidity solutions for clients. Kemi was recently awarded the Black Women in Asset Management 40 Under 40 Awards in the Legal and Compliance category for demonstrating legal excellence and innovation in her field and positive change within the asset management industry.

Michael R Littenberg
Partner, Ropes & Gray
[email protected]
https://www.linkedin.com/in/michael-littenberg-b754a61/

Michael R Littenberg is a senior partner at Ropes & Gray, based in the New York office. Michael is the global head of the firm’s ESG, CSR and business and human rights practice. He has more than 30 years of experience in these areas. Michael advises a significant number of leading companies, asset managers, asset owners and trade associations on ESG, CSR and business and human rights matters. He also publishes and speaks extensively on these topics and is included on numerous top practitioner lists.

Anne Mainwaring
Counsel, Latham & Watkins
[email protected]
https://www.linkedin.com/in/anne-mainwaring/

Anne Mainwaring is counsel in Latham’s financial regulatory practice in London. She has extensive experience advising clients on UK and EU regulatory developments relevant to ESG matters, including advising clients in relation to compliance with ongoing ESG regulatory developments across multiple regulatory regimes.

Matteo Matteucci
Counsel, Gide Loyrette Nouel LLP
[email protected]
https://www.linkedin.com/in/matteo-matteucci-535b9731/

Matteo Matteucci is counsel in the energy group of Gide Loyrette Nouel’s London office. His practice is focused on cross-border M&A transactions (acquisitions, disposals and joint ventures), project developments and commercial transactions in the energy, infrastructure and natural resources sectors. He has advised financial investors, corporate clients and governments on domestic and cross-border transactions across Europe, Africa and Asia. Matteo is recommended in the Legal 500 UK 2023 for Projects, Energy and Natural Resources – Power (including electricity, nuclear and renewables) and Projects, Energy and Natural Resources – Oil and Gas.
Before qualifying as a solicitor, Matteo worked for three years in an Italian oil and gas services company. He also spent six months seconded to Statkraft UK, where he advised on onshore and offshore wind farm developments and on other commercial matters. Matteo has an MSc in Law and Accounting from the London School of Economics.

Matt McManus
Partner, Ogier
[email protected]
https://www.linkedin.com/in/matt-mcmanus-b76b696a/

Matt McManus is a partner in Ogier’s Jersey investment funds team. He has extensive experience advising a range of sponsors and service providers across all aspects of a fund’s life cycle. He also advises on related regulatory and corporate matters, and on co-investment, joint venture and carry structures.
Matt has more than 15 years’ experience in the Jersey funds industry, during which time he has worked on some of the largest European private equity fund closings as well as supporting new managers on first time fund-raisings. He advises on private equity and venture capital funds, real estate funds and structures, and a range of other asset classes. He also sits on industry working groups concerning legal and regulatory matters. Matt is a Jersey Advocate and holds the CISI Islamic Finance Qualification. He is ranked as a Rising Star in the Legal 500 UK.

Jennifer Murphy
Associate, Maples Group, Ireland
[email protected]
https://www.linkedin.com/in/jenmur/

Jennifer Murphy is an associate in the funds and investment management team in the Maples Group’s Dublin office. She advises on the establishment, authorisation, operation and maintenance of both Irish regulated funds (including UCITS and AIFs) and unregulated investment funds. In addition, Jennifer advises fund service providers including promoters, investment managers, administrators and depositaries and also advises institutional investors on their investments in investment funds. Jennifer’s expertise also includes advising on the establishment and ongoing operation of Irish-authorised AIFMs and UCITS management companies. Prior to joining the Maples Group, Jennifer worked in the investment management group of a leading law firm in London.

Denisa Odendaal
Associate, Latham & Watkins
[email protected]
https://www.linkedin.com/in/denisa-odendaal-49399753/

Denisa Odendaal is an associate in Latham’s financial regulatory practice in London. Denisa advises on a range of financial regulatory matters, including ESG developments.

Ed Pearson
Partner, Walkers
[email protected]
https://www.linkedin.com/in/ed-pearson-b8820811/

Ed Pearson is based in Walkers’ Cayman Islands office and is a partner in the firm’s global investment funds group. He acts for leading institutional asset managers, private equity sponsors and hedge fund managers, advising on all aspects of their funds’ life cycles and ongoing regulatory compliance. He also specialises in helping new managers establishing their first funds in the Cayman Islands. Ed has particular expertise in advising funds on managing distress or other complex end-of-life situations and has acted in connection with the restructuring and winding down of various high-profile funds.

Jumana Rahman
Partner, Cohen & Gresser
[email protected]
https://www.linkedin.com/in/jumana-rahman-a7102a1a/

Jumana Rahman leads the firm’s UK commercial litigation practice where she focuses on funds litigation and banking and financial services litigation, and judicial review claims. Jumana has significant experience handling complex cross-border commercial litigation, representing investment funds, hedge funds, other alternative investment vehicles and companies in the banking and financial services sectors, as well as large listed corporates, in a range of claims in the English High Court and across multiple jurisdictions, including the Cayman Islands, the Bahamas, the BVI, Antigua, Cyprus, Hong Kong and Singapore. Notably, she has acted for clients impacted and/or caught up in large global fund collapses, in both claimant and defendant capacities. Jumana has been recognised by the Legal 500 UK as a “star litigator” in the area of Commercial Litigation as a “Next Generation Partner” and listed by Chambers UK in its securities litigation category.

Amy Rigdon
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/amy-rigdon-a99a25184/

Amy Rigdon advises clients on the formation and operation of a variety of traditional and nontraditional private investment vehicles, including private equity funds, co-investment funds, GP-led secondaries, and sponsor arrangements and governance.
Amy delivers creative and pragmatic counsel to a variety of participants in the funds space, including private equity firms, established and emerging fund managers and institutional investors. Her experience ranges across fund types and investment areas, with a particular focus on energy and renewable funds, infrastructure funds, real estate funds and private credit funds.

James Roslington
Partner, Kirkland & Ellis International LLP
[email protected]
https://www.linkedin.com/in/james-roslington-51615858/

James Roslington is a regulatory partner in the London office of Kirkland & Ellis International LLP with extensive experience of advising on financial services law and regulation. He was previously seconded to the legal team at HM Treasury and the markets team at the Financial Services Authority. James is responsible for financial services knowledge management, training, and business development in the Kirkland & Ellis London office.

Adam Skinner
Partner, Kirkland & Ellis International LLP
[email protected]
https://www.linkedin.com/in/adam-skinner-5473a580/

Adam Skinner is a regulatory partner in the London office of Kirkland & Ellis International LLP. Adam has experience in financial regulation and funds matters, with a particular focus on the regulatory issues arising within the private investment fund industry including primary fundraising and secondary/GP-led scenarios. Adam’s work includes advice on a range of financial services legislation as well as the rules of the Financial Conduct Authority and the Prudential Regulation Authority. Adam advises on the impact of the AIFMD and has assisted with the establishment of new investment businesses in the UK, and the management of regulatory issues in connection with transactions. He also has experience handling regulatory issues arising in connection with minority investments in existing firms, control sale transactions and other liquidity events and strategic transactions. Adam has been recognised as a “Next Generation Partner” by the Legal 500 UK (2021–2024) where he is described as “responsive, strong technically and very easy to work with”.

Huw Thomas
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/huw-thomas-3b2235a/

Huw Thomas, co-chair of Latham & Watkins’ London corporate department, is a private equity partner with more than a decade of experience advising leading private equity sponsors and financial institutions on complex international and domestic M&A, corporate finance, joint ventures and restructurings. He has previously spent time on secondment to BP and Deutsche Bank, co-edits PE Views, the Latham & Watkins quarterly publication addressing significant legal, regulatory and market movements relevant to the private equity industry in Europe and regularly contributes to a number of leading industry publications including Private Equity: A Transactional Analysis (Globe Law and Business) and Carve-out M&A Transactions: A Practical Guide (Globe Law and Business).

Solomon Wifa
Partner, Willkie Farr & Gallagher (UK) LLP
[email protected]
https://www.linkedin.com/in/solomon-wifa-31397811/

Solomon Wifa is a partner in the asset management group. A well-established investment funds lawyer with experience across a diverse range of asset classes, Solomon has represented sponsors in the formation of, and institutional investors investing in, private equity, hedge, debt, mezzanine, infrastructure, real estate, energy and venture capital funds across a variety of sectors. Solomon also has extensive experience working on a wide range of secondary transactions, secondary directs, co-investment deals, management spin-outs, managed accounts and joint ventures, and is involved in transactions in China, sub-Saharan Africa, India, Turkey and Central and Eastern Europe.

Caroline Williams
Partner, Walkers
[email protected]
https://www.walkersglobal.com/index.php/component/people/professional/202

Caroline Williams is based in Walkers’ Cayman Islands office and is a partner in the firm’s global investment funds group. She has a broad private funds practice specialising in both hedge funds and private equity. Caroline has extensive experience advising private equity fund sponsors on the structuring and formation of funds and co-investment and alternative investment vehicles and the completion of transactions undertaken by them.

Amy Williamson
Associate, Ogier
[email protected]
https://www.linkedin.com/in/amy-williamson-a02a53152/

Amy Williamson is an associate in Ogier’s corporate and funds team in Guernsey, with broad experience in general corporate and commercial law. She focuses on corporate governance, mergers and acquisitions, private equity and regulatory matters.

Tom Alabaster