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Investment Funds

Overview

The formation and management of investment funds involves significant business and legal challenges. Fund managers must compete to attract and retain client capital while staying up-to-date on the latest laws, regulations, and industry best practices in an ever-evolving marketplace of investment strategies and asset classes. We know that speed counts in this market, and our investment funds practice provides our clients with a competitive edge by providing prompt, sophisticated, and practical advice tailored to our clients’ diverse needs.

With a team of experienced attorneys, including several who were previously fund principals themselves, we focus on providing strategic advice and innovative solutions to global fund managers, financial institutions, and institutional investors. Our deep understanding of the complex regulatory landscape and our commitment to client service position us as trusted advisors in the investment funds sector. With experience navigating decades of varied business and economic cycles and major disruptive market events, we are ideally situated to partner with fund managers and institutional investors in resolving the complex investment fund issues impacting their financial performance.

We advise the full range of investment fund clients, ranging from new and emerging fund managers and independent sponsors to leading global, multi-billion-dollar asset managers. We represent institutional investors and limited partners, such as public and private pension plans, endowments, sovereign wealth funds, investment consultants, family offices, high-net-worth investors and other capital allocators. Our clients include registered funds, hedge funds, private equity funds, credit funds, private debt funds, distressed funds, real estate funds, venture funds, hybrid funds, digital asset funds, single investor funds, co-investment vehicles, independent sponsors, joint ventures, and separately managed accounts.

Crowell’s global presence and strategic partnerships with industry service providers allow us to provide investment fund clients with seamless service wherever they operate, including the United States, Europe, the Middle East and Asia. We advise on cross-border investment fund structuring and regulatory matters, including the marketing and distribution of investment products in various jurisdictions. 

Services

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    • Advising on open and closed-end fund formation and structuring matters across liquid and illiquid asset classes.
    • Structuring onshore and offshore funds, both registered and private, as well as other pooled investment vehicles across all investment strategies and asset classes. 
    • Drafting registration statements, prospectuses, fund offering materials, partnership agreements, operating agreements, private placement memorandum, letters of intent and term sheets, investment management agreements, subscription documents, side letters, risk and conflict disclosures, service provider agreements, and various federal and state filings.
    • Advising on open and closed-end fund formation and structuring matters across liquid and illiquid asset classes.
    • Structuring onshore and offshore funds, both registered and private, as well as other pooled investment vehicles across all investment strategies and asset classes. 
    • Drafting registration statements, prospectuses, fund offering materials, partnership agreements, operating agreements, private placement memorandum, letters of intent and term sheets, investment management agreements, subscription documents, side letters, risk and conflict disclosures, service provider agreements, and various federal and state filings.

    • Advising investment fund clients and institutional investors throughout the entire fund management life cycle, including:
      • Organizational and ownership matters,
      • Firm and fund governance matters, including limited partner advisory committees and boards, and
      • Employment matters, including compensation and profit-sharing arrangements, employment agreements and employee separation matters, and succession planning.
    • Advising fund managers and institutional investors on legal, compliance, and operational matters. We appreciate fund and management company dynamics and operations, and understand the impact of front-, middle-, and back-office operations.
    • Working with our colleagues in Financial Services and other practices to provide our clients with tailored solutions on a variety of legal issues, including:
      • Financing arrangements,
      • Credit analysis and trading support,
      • Regulatory examinations and enforcement,
      • Privacy, cybersecurity, and data protection,
      • Anti-corruption,
      • Anti-money laundering,
      • Economic sanctions, and
      • Public policy matters.
    • Advising investment fund clients and institutional investors throughout the entire fund management life cycle, including:
      • Organizational and ownership matters,
      • Firm and fund governance matters, including limited partner advisory committees and boards, and
      • Employment matters, including compensation and profit-sharing arrangements, employment agreements and employee separation matters, and succession planning.
    • Advising fund managers and institutional investors on legal, compliance, and operational matters. We appreciate fund and management company dynamics and operations, and understand the impact of front-, middle-, and back-office operations.
    • Working with our colleagues in Financial Services and other practices to provide our clients with tailored solutions on a variety of legal issues, including:
      • Financing arrangements,
      • Credit analysis and trading support,
      • Regulatory examinations and enforcement,
      • Privacy, cybersecurity, and data protection,
      • Anti-corruption,
      • Anti-money laundering,
      • Economic sanctions, and
      • Public policy matters.

    • Drafting and reviewing compliance policies and procedures.
    • Advising fund managers on insider trading issues and the handling of material non-public information.
    • Advising our investment fund and institutional clients on operational due diligence and general partner, limited partner negotiations.    
    • Representing investment fund clients in regulatory examination and enforcement matters. Crowell has a deep bench of investigation, enforcement and white-collar attorneys, including many former federal prosecutors and SEC attorneys. We routinely help fund managers navigate SEC and NFA examination and enforcement matters.
    • Drafting and reviewing compliance policies and procedures.
    • Advising fund managers on insider trading issues and the handling of material non-public information.
    • Advising our investment fund and institutional clients on operational due diligence and general partner, limited partner negotiations.    
    • Representing investment fund clients in regulatory examination and enforcement matters. Crowell has a deep bench of investigation, enforcement and white-collar attorneys, including many former federal prosecutors and SEC attorneys. We routinely help fund managers navigate SEC and NFA examination and enforcement matters.

    • Advising fund managers on restructurings, recapitalizations, fund wind-downs, and secondary transactions.
    • Representing buyers and sellers of asset management businesses.
    • Advising on seeding and anchoring arrangements, team spinouts and lift-outs, and other joint venture and strategic partnerships.
    • Advising fund managers on restructurings, recapitalizations, fund wind-downs, and secondary transactions.
    • Representing buyers and sellers of asset management businesses.
    • Advising on seeding and anchoring arrangements, team spinouts and lift-outs, and other joint venture and strategic partnerships.

Contacts

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Insights

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FinCEN Axes Corporate Transparency Act’s Reporting Obligations for U.S. Companies and U.S. Persons

Since December of last year, the status of the CTA has been in a state of perpetual flux, following a dizzying series of federal court rulings and FinCEN announcements. On February 28, 2025, we reported that FinCEN paused enforcement actions for entities required to report under the CTA’s Beneficial Ownership Information Reporting Rule (BOI Rule) until FinCEN issued an interim final rule providing new guidance regarding the BOI Rule’s requirements and associated deadlines. Then, on March 2, 2025, Treasury went a step further, indicating that it would altogether cease enforcement against U.S. citizens and domestic reporting companies for violations of the BOI Rule, explaining that it would instead issue proposed rulemaking to narrow the scope of the BOI Rule to “foreign reporting companies” only and set new reporting deadlines. ...

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Insights

Client Alert | 10 min read | 03.27.25

FinCEN Axes Corporate Transparency Act’s Reporting Obligations for U.S. Companies and U.S. Persons

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Personae Non Gratae in the Loan Market: Trading Considerations for Disqualified Institutions

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Exchange Act Rule 13f-2 and Form SHO: SEC Grants One-Year Compliance Exemption
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Professionals

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Insights

Client Alert | 10 min read | 03.27.25

FinCEN Axes Corporate Transparency Act’s Reporting Obligations for U.S. Companies and U.S. Persons

Since December of last year, the status of the CTA has been in a state of perpetual flux, following a dizzying series of federal court rulings and FinCEN announcements. On February 28, 2025, we reported that FinCEN paused enforcement actions for entities required to report under the CTA’s Beneficial Ownership Information Reporting Rule (BOI Rule) until FinCEN issued an interim final rule providing new guidance regarding the BOI Rule’s requirements and associated deadlines. Then, on March 2, 2025, Treasury went a step further, indicating that it would altogether cease enforcement against U.S. citizens and domestic reporting companies for violations of the BOI Rule, explaining that it would instead issue proposed rulemaking to narrow the scope of the BOI Rule to “foreign reporting companies” only and set new reporting deadlines. ...

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Practices

Contacts

See All Professionals

Insights

Client Alert | 10 min read | 03.27.25

FinCEN Axes Corporate Transparency Act’s Reporting Obligations for U.S. Companies and U.S. Persons

Since December of last year, the status of the CTA has been in a state of perpetual flux, following a dizzying series of federal court rulings and FinCEN announcements. On February 28, 2025, we reported that FinCEN paused enforcement actions for entities required to report under the CTA’s Beneficial Ownership Information Reporting Rule (BOI Rule) until FinCEN issued an interim final rule providing new guidance regarding the BOI Rule’s requirements and associated deadlines. Then, on March 2, 2025, Treasury went a step further, indicating that it would altogether cease enforcement against U.S. citizens and domestic reporting companies for violations of the BOI Rule, explaining that it would instead issue proposed rulemaking to narrow the scope of the BOI Rule to “foreign reporting companies” only and set new reporting deadlines. ...

View All Insights