Cadwalader's Alternative Investment Group provides sophisticated, experienced and creative legal counsel to the alternative asset management industry.  Our market-leading practices across disciplines allow Cadwalader to provide unparalleled advice in the full life cycle of an investment manager's business - from establishing a scalable business, to structuring funds and other investment products, raising capital, negotiating prime brokerage, financing and derivative documentation, advising on day-to-day business issues, assisting in the deployment of capital, and guiding clients through regulatory, litigation and investor relations issues.  Each matter is treated with speed and efficiency by practical, result-oriented counsel who focus not only on the technical details of each issue but also its larger implications.  Our clients, in turn, can concentrate on achieving their core business objectives in an increasingly regulated and competitive environment.

We represent some of the world's largest and best-known hedge funds and asset management firms, financial institutions, private equity firms, insurance companies, mid-size funds, and emerging managers with the potential for significant growth. 

Cadwalader assists these clients in developing novel products, using its extensive experience in structuring and forming hedge funds, hybrid funds, funds of funds, private equity funds, and custom investment vehicles tailored to clients' specific needs.  Many of these fund products are domiciled in offshore or other foreign jurisdictions, and may have their securities listed on international exchanges. 

The Alternative Investment Group also represents clients in executing their investment strategies.  Combining our deep knowledge of the legal, financial and regulatory environment within which hedge funds and other alternative managers operate with our leading transactional experience, we provide holistic advice to clients in structuring, negotiating, documenting and successfully executing complicated investment and financing transactions.  Among the strategies in which we are experienced are multi-strategy, activist, algorithmic, emerging market, emerging market debt, risk arbitrage, country and sector, long/short equity, global macro, multi-manager, distressed debt, PIPEs, hybrid private equity, real estate (including shariah compliant), structured finance, climate change and green, futures, fixed income, mortgage backed, and commodity pools. In addition, we advise alternative asset managers and financial institutions with respect to strategic business transactions, including investments into alternative managers, spinoffs, mergers and acquisitions, and public offerings.

Practices

Among our principal areas of practice are: hedge funds, hybrid funds, funds of funds, commodity pools, private equity funds, structured products, captive capital vehicles, investment advisors, and asset management and wealth management firms.

Fund Structuring and Formation

We provide wide-ranging advice on creating and structuring investment vehicles, including:

• Master-feeder, side-by-side, class, funds of funds, and umbrella fund structures;
• Foreign and emerging market funds;
• Custom investment products;
• Funds exempt under Rules 3(c)(1) and 3(c)(7) of the Investment Company Act of 1940;
• Tax structuring, UBTI, and UBT issues;
• ERISA (both avoiding plan asset status and advising funds to operate with plan asset status);
• Seed capital arrangements;
• Investor negotiations and side letters;
• Advice on market terms for funds based on investment strategies;
• Restructuring of fund groups;
• Hybrid hedge/private equity funds;
• Advice on fund marketing materials and web sites; and
• Advice on negotiating agreements with prime brokers, derivatives and financing counterparties, administrators, and placement agents.

Management Companies

We also serve fund principals and their management companies in areas including:

• Partner compensation and tax planning;
• Employee compensation and employee benefit and reinvestment plans;
• Portfolio manager and employee incentive arrangements;
• Employment agreements and other employment issues (including sexual harassment and discrimination training programs);
• Restrictive covenants, such as non-competition, non-solicitation, and golden handcuffs;
• Trusts and estate planning;
• Strategic corporate transactions, including sales, acquisitions, restructurings and spin-offs, minority strategic buy-ins, and exit strategies; and
• Initial public offerings.

Transactions, Investments, and Custom Products

Our transactional capabilities extend to all types of investment products, including:

• Acquisition and financing of investments;
• Structured finance products, including derivatives and swaps, CDOs, and other complex financial instruments;
• Side-pocket private equity investments;
• Lending and investment activities;
• Structuring tax-efficient cross-border investments; PFICs, tax credits, hybrid entities, and instruments;
• Distressed debt investments;
• Workout or disposition of troubled or non-performing assets; and
• Representation in bankruptcy proceedings.

International

Cadwalader has deep experience in representing foreign-managed funds; US-based funds with foreign operations and/or with a foreign investment strategy, including emerging market funds; and clients in inbound and outbound investment transactions. 

Our capabilities include:

• Restructuring foreign management companies;
• Structuring foreign investments, including the use of offshore tax-efficient structures;
• Structuring management participation to maximize beneficial tax treatment for US and non-US managers;
• Establishing foreign and offshore domiciled investment vehicles;
• Establishing foreign offices;
• Advising on foreign regulatory regimes and securities laws; and
• Listings on international exchanges.