Our Private Equity & Securities Practice Group represents fund sponsors and investors in the formation and operation of a variety of investment funds, including buyouts, angel capital funds, venture capital, distressed assets, and real estate funds. We have the knowledge and experience to effectively advise funds on the formation process as well as in regulatory, tax, and fund structure matters. We also advise institutional and individual investors that are contemplating investing in local and U.S. based private equity and venture capital funds.
On the capital raise side, we represent start-up companies as well as established enterprises in a wide array of industries in these efforts as well as provide advice regarding structuring and compliance with federal and blue sky securities laws. We advise our clients from the pre-offering stage to post money governance and compliance matters.
Our Private Equity & Securities lawyers provide top tier advice to issuers (including governmental entities), underwriters and investors in capital raising transactions through private and public markets. We have significant experience advising pooled investment funds in the venture capital and private equity space to raise capital as well as in the process of investing and eventual exit from target companies.
We are frequently called on to evaluate, from a legal perspective, investment memoranda and documentation provided to our clients (individual and institutional investors) for investments in private companies and pooled investment vehicles offering a variety of securities instruments. From the issuer’s perspective, we also provide legal assistance regarding the preparation of offering materials and compliance matters related to the same.
In addition to offering advice in raising capital, we represent and advise leading venture capital and private equity fund advisers, broker/dealers, insurance companies, banks and other financial institutions regarding the myriad of Federal and Puerto Rico securities laws and regulations (including, but not limited to, advice regarding compliance with registration and reporting requirements).
Consistent with Ferraiuoli’s full-service comprehensive and inter-disciplinary approach to serving clients, our Private Equity & Securities Practice Group attorneys work alongside the Tax, M&A, Intellectual Property, Litigation and Labor and Employee Benefits Practice Groups advising our clients in the complex legal matters that could impact securities and capital market transactions.
Representative Matters and Transactions:
- Counsel to local private equity fund with over $25 million in AUM with matters pertaining to Dodd-Frank Act and Exempt Reporting Advisers
- Represented a national banking association and a private equity fund in a multi-state sale and leaseback and debt restructuring transaction involving a publicly-traded retail holding company.
- Represented multiple start-up companies in their capital raising efforts from seed rounds to institutional financing rounds.
- Counsel to various local private equity funds in due-diligence and M&A matters involving an extensive array of target companies.
- Acted as lead counsel for a social media and commerce platform within the health and fitness industry in the private placement of the company’s preferred stock to investors in several states of the United States and Puerto Rico. Provided corporate structure and documentation for the offering and ensured securities compliance in all applicable jurisdictions.
- Acted as co-counsel to a client in the repurchase of its existing preferred stock and the later sale of a preferred equity interest to a New York based private equity fund. Mainly advised client with regards to transaction structuring, tax structure, labor issues and securities compliance.
- Counsel to local financial institution in the evaluation of CRA complaint pooled investment funds.
- Underwriter counsel in the issuance of $669 million Revenue Bonds by the Puerto Rico Infrastructure Financing Authority.
- Counsel to investment advisor in registering as such pursuant to local law.
- Advised client in connection with the rights of holders of bonds and notes issued by Puerto Rico, its public corporations and instrumentalities