Services

Private Equity

Morgan Lewis provides full-spectrum coverage for an array of private equity clients, with a focus on responsiveness and clear and comprehensive representation. Our primary objective is to help our clients evaluate risk in order to execute transactions effectively and efficiently. We swiftly identify and help to quantify risk, and then construct structural and contractual frameworks to allocate that risk. During the investment period, we help portfolio companies deal with issues that surfaced during and after the acquisition, and address emerging legal risks to prepare for an ultimate sale.

In each phase, we provide market-informed transactional and finance counsel that responds to the investment objectives of the private equity sponsor and the business realities of the portfolio company and its industry. Our representations range from multibillion-dollar acquisitions and related financings to small- and middle-market deals.

Our robust global private equity practice covers a wide range of industries and deals of all sizes. While we have one of the leading middle-market private equity practices in the United States, our experience extends from the largest funds and transactions, through the middle market, to small funds and pledge fund deals. Clients engage us to work primarily on funds focused on specific sectors, such as energy and infrastructure, financial services, healthcare and life sciences, retail, consumer products, restaurants, media, transportation, and technology, as well as on target characteristics, such as distressed investing and turnaround opportunities.

We take a proactive approach in leading private equity transactions, anticipating each deal’s needs and responding to them with the immediacy and sense of urgency that reflect the value that our firm places on client relationships. In addition, we have a market-leading practice representing management teams engaged in private equity, giving us a broad knowledge of market practice that our private equity clients find especially valuable.

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Transactions

Identifying and addressing issues that could affect our clients’ private equity transactions are among our core services. Our team helps clients with tax structuring, crafting management incentive compensation arrangements, identifying and solving potential liability risks of all types, and ensuring that clients are in full compliance with antitrust regulations and merger controls.

Serving as outside counsel for many of our clients’ portfolio companies, our practitioners represent them in public offerings, add-on acquisitions and investments, and strategic joint ventures and alliances. We also advise these portfolio companies on environmental compliance, complex US federal income tax issues, intellectual property protection and licensing, commercial contracting and outsourcing, labor and employment issues, employee benefits matters, litigation, and a range of other matters.

Management Team Compensation

Clients turn to our team to structure, draft, and negotiate management compensation packages, including equity-based incentives. These packages address the attendant rights and restrictions (such as noncompetition clauses) of each management team member and with respect to his or her underlying equity investment. We have experience assembling these plans, and we keep up to date on relevant securities, tax, and financial accounting issues that go along with them.

Fund Formation

We advise on all phases of the fund formation process, negotiating with lead limited partners, structuring equity and retention arrangements for fund principals, and helping funds distribute gains to investors.

Our lawyers counsel domestic and offshore fund formations. We work with fund sponsors to ensure funds comply with tax and regulatory obligations of foreign investors, ERISA fiduciaries, pension funds, college endowments and other tax-exempt organizations, bank holding company affiliates, insurance companies, and other regulated investors.

We also structure upper-tier equity and retention arrangements for fund principals. Our lawyers often consult on structuring and compliance issues with their counterparts in the firm's investment management practice, which handles investment company and investment advisor regulations.