Index of tables

Cleary Gottlieb Steen & Hamilton LLP

Davis Polk & Wardwell LLP

Simpson Thacher & Bartlett LLP

Belonging ‘clearly in the first tier ’, Debevoise & Plimpton LLP ’s fund formation practice comprises 50 US-based lawyers with over 30 years’ experience in private equity matters, and is supported by the firm’s deep bench of tax and regulatory experts. It advises on the full range of investment strategies, from buyouts, mezzanine debt and real estate, to infrastructure, healthcare and energy for a broad range of sponsors, limited partners (LPs) and individual investors. 2013 saw it advise on some of the largest and highest profile formations in recent years; Erica Berthou assisted Global Infrastructure Partners on the formation of its $8.25bn Global Infrastructure Partners Fund II, while Jordan Murray advised Providence Equity Partners VII on the creation of its £5.1bn Providence Equity Partners VII global media fund. Secondary funds powerhouse David Schwartz (supported on the tax side by Adele Karig) advised HarbourVest Partners on the formation of its $3.6bn venture capital and leveraged buyout focused Dover Street VIII fund. Other highlights included advising Third Point LLC on the creation of the $750m Third Point Hellenic Recovery Fund, one of the largest Greece-focused funds, and advising longstanding client Carlyle on the formation of the $308m Carlyle Peru Fund. Michael Harrell and Kenneth Berman represent trade organisation the Private Equity Growth Capital Council Group on the implementation of regulatory change post-Dodd Frank. Group head Berthou is ‘a real star – incredibly hardworking and a strong negotiator ’.

‘One of the best ’, Kirkland & Ellis LLP ’s practice ‘sets itself apart by its commitment to client service and the sheer brain power of its partners ’, as well as its track record in handling the largest and most complex fund formations; since 2011 the firm has acted for 228 unique sponsors in 295 funds – either closed or in the process of closing – raising an aggregate of $205bn in targeted commitments. In a showcase of this large-cap fund capacity, in 2013 it advised Warburg Pincus on the $12bn closing of its Warburg Pincus Private Equity XI buyout fund, while Bruce Ettelson. Scott Berger and Kelly Ryan were part of a team which advised Starwood Global Opportunity Fund IX on its $4.2bn closing. Ettelson and Chicago-based Chris Kallos are singled out for their ‘excellent feel for the market and the broader business points ’, and Andrew Wright (‘one of the best fund formation attorneys out there ’) draws exceptional praise from clients who see him as ‘knowing the players, the industry, the issues and how to navigate them ’. Also recommended are the ‘excellent ’ John Budetti. Chicago-based Donald Rocap and Los Angeles-based John Weissenbach.

‘Clearly a premier practice ’, Simpson Thacher & Bartlett LLP fields a team of ‘top funds lawyers ’ which acts for some of the largest funds in the market, as well as smaller and mid-size players. In a reflection of its all-encompassing capability, the group has seen growth outside the traditional buyout fund space, handling alternative assets such as distressed debt, mezzanine finance, and secondaries, as well as customized solutions such as managed accounts for large institutional investors. The firm is currently advising an array of funds targeting multibillion-dollar closings, including Actis 4 and Blackstone Real Estate Partners Asia; it also advised Apax III on its €5bn closing, and Blackstone Capital Partners VI on its $16bn closing. The hugely respected Thomas Bell stands out for his ‘strong business sense, which makes him invaluable as an adviser ’, and for his ‘skill at managing the deal and keeping all the moving parts working ’. Glenn Sarno and counsel Chi Shum ‘know this business inside and out and are in the top handful of funds lawyers in the US ’. Michael Wolitzer remains an esteemed figure in the industry.

Cleary Gottlieb Steen & Hamilton LLP ’s three-partner team regularly advises some of the leading general partners (GPs), including TPG, Blackstone and KKR, with Asia-based and Asia-targeted funds a prominent focus; it recently advised KKR on the formation of a $6bn fund focused on management buyouts and Asian growth equity investments, and advised on the formation of the $2.5bn MBK Partners III Fund, one of the largest Korea-based funds. In other highlights, it is advising TPG on the formation of TPG Growth II, a fund focused on small-to-mid-market equity and buyout investments in emerging markets. On the transactional front, and in a reflection of its large-cap fund client base, Michael Gerstenzang and Robert Raymond have been assisting Citigroup and Credit Suisse on the spinoffs of a significant portion of their private equity businesses. The group also advises several Middle Eastern and Asian sovereign wealth funds on their private equity, real estate and hedge fund investments. Elizabeth Lenas rounds out the team at partnership level.

Particularly well known on the GP side and for its market-leading real estate expertise, Goodwin Procter LLP ’s bi-coastal practice spans fund formation, tax restructuring and regulatory matters for a broad mix of domestic and international clients. In real estate alone the firm advises approximately 15% of US fund sponsors engaged in the sector, ranging from $25m to $3bn funds. It recently advised Brazilian manager GTIS Partners on its offering of a co-invest joint venture in a Class AAA office project in São Paulo. In a showcase of the firm’s strength in the technology and venture capital arenas, Rufus King is advising DST Global, which is focused on investment in leading web-based media companies, on multiple joint venture projects, and Thomas Beaudoin is assisting Camden Partners with the formation of Camden Partner Strategic Fund V, a venture capital fund targeting the education, healthcare, and business services industries. Boston-based David Watson heads a team which includes the highly regarded Jonathan Axelrad in Silicon Valley and New York based Robert Insolia.

Fried, Frank, Harris, Shriver & Jacobson LLP ’s is noted for its ‘unmatched business acumen and industry knowledge, and its sixth sense for getting the right solution for the client ’. Clients praise Richard Ansbacher ’s ‘outstanding commercial judgment and his ability to have a detailed understanding of issues from a client’s perspective ’. ‘one of the best partners on the street ’, Kenneth Rosh ‘runs a deep and strong private funds team with great experience across different alternative assets ’, led a six-partner, cross-practice team advising Highbridge Principal Strategies on the formation of two funds with an aggregate value of $8bn. Other highlights included acting for Goldman Sachs on the formation of its Vintage VI fund. Ian Schwartz is assisting several property-related funds, including Rialto Capital on its Rialto Real Estate Fund II focusing on distressed real estate assets.

Paul, Weiss, Rifkind, Wharton & Garrison LLP ’s well-earned reputation for high-end and complex fund formation matters make it a natural choice for clients such as Apollo Global Management, KPS Capital Partners and General Atlantic. The team recently assisted KPS with the formation of a $3.5bn fund focusing on controlling investments in corporate carve-outs, bankruptcies and other special situations; and advised Clearlake Capital Group in the formation of a $785m million fund investing in mid-market distressed and value private equity. According to one client, Marco Masotti ‘really has no equal in the space – he is all over every issue and great in negotiations with limited partners ’. Also recommended are Robert Hirsh. who is ‘creative and always sees what’s coming round the corner ’, and Michael Hong .

Proskauer Rose LLP ’s private equity group (‘an excellent team – very experienced and experts on technical matters ’) attracts high praise from clients, with the ‘extremely thoughtful, articulate and responsive ’ Sarah Cherry singled out alongside Mary Kuusisto, who ‘can handle any tax-related question ’. Howard Beber, tax specialist Arnold May and Mike Suppappola also stand out. Undoubtedly strong on the LP side, the group has also represented sponsors in closing more than 550 funds with over $108 billion in committed capital in the last five years. 2013 highlights included advising Morgan Stanley Real Estate on its spinout from Morgan Stanley to form Proprium Capital Partners, and advising Resource Capital Funds on the formation of a $2.25bn fund focusing on growth-stage mining companies. Robin Painter is highly regarded for LP-side work, and co-heads the group with Beber, David Tegeler. Sean Hill and Malcolm Nicholls.

Ropes & Gray LLP ’s practice is well balanced between sponsors and investors; it has advised on the formation of over 500 funds for sponsor clients in the last six years, and regularly advises over 100 investors on their investments into over 2,250 funds. Its regulatory capabilities span the ’40 Act, broker-dealer compliance and AIFMD, making it well placed to assist formerly private managers entering the registered market. Larry Jordan Rowe and Brett Robins are advising Goldman Sachs on the template for its fund of funds and secondary funds businesses. They also acted alongside Rich Gordet in Harvard University’s $27bn endowment, which involved structuring pooled investment vehicles for potential co-investors. Robbins and Silicon Valley based group co-head Raj Marphatia are advising Makena Capital, an endowment-style fund of funds manager, on its investments into venture capital and managed accounts, as well as advising in on various derivatives transactions. Boston-based John Ayer co-heads with Marphatia.

Weil, Gotshal & Manges LLP is ‘a big player in the space with great insight into new developments and trends ’, with one client praising its ‘truly international nature; its large contingent of lawyers in New York, London, Boston and Hong Kong is invaluable as funds and investor bases become increasingly global ’. The group can also call on the firm’s significant regulatory expertise to assist in formation of mega-funds as well as advising first-time managers in fund raisings and market entry. In the past year the group has advised clients on the formation of multibillion-dollar funds such as Brookfield Infrastructure Fund II, a global infrastructure fund targeting $7 billion in commitments, to mid-market funds for clients such as ShoreView Industries. Other clients include American Securities, Berkshire Partners and Credit Suisse. Barry Wolf leads the team, which includes Shukie Grossman. who is singled out for his ‘excellent grasp of the market and solution-oriented approach ’, Jonathon Soler and Jeffrey Tabak .

Davis Polk & Wardwell LLP is praised for its knowledge of SEC and CFTC regulations, and acts for clients such as Avenue Capital, Capital International and Credit Suisse across the full range of private equity sectors including venture capital, buyouts and emerging markets. It also provides ongoing advice to the Securities Industry and Financial Markets Association (SIFMA) regarding implementation of the Volcker Rule. Also known for its hybrid fund expertise, the firm is advising Perella Weinberg Partners on a variety of multi-asset class products combining private equity, hedge fund and real estate fund features. On the transactional front, Leor Landa assisted Credit Suisse Strategic Partners on the sale of Strategic Partners, its secondary private equity business to Blackstone. The highly regarded Yukoko Kawata is ‘a leader in the field ’.

Latham & Watkins LLP ‘world-class ’ team includes Chicago-based Nathaniel Marrs. and Los Angeles based co-head Scott Klein and Yoni Tuchman. who are all ‘outstanding fund lawyers ’. In New York Andrea Schwartzman is ‘a superb attorney ’, and Chicago-based Alan Van Dyke is ‘unique among tax attorneys in his ability to explain tax concepts in a manner comprehensible to non-tax aficionados ’. Washington DC based co-head Barton Clark led a team which advised Riverstone on the formation of its $7.7bn Riverstone Global and Energy Fund targeting upstream oil and gas investments. A prominent player in the energy industry, it recently acted for Carlyle Group on its acquisition of NGP Energy Capital Management, including the purchase of a 40% stake from Barclays Natural Resource Investments. In another highlight, Kathleen Walsh. who co-heads from New York, led a team which advised Carousel Capital on the formation of its fourth fund.

Morgan, Lewis & Bockius, LLP represents clients controlling over $1 trillion in assets and has a prominent state public pension practice, acting for clients such as New York State Teachers’ Retirement System, as well as for several high-profile charitable foundations. Recent work includes advising Credit Suisse on the sale of its real estate and infrastructure-focused private equity arm to Grosvenor Capital Management, and advising Carlyle Group on its first foray into retail registered investment products. Louis Singer heads a group which includes Paul McCoy and Peter Phleger. both based in San Francisco. The team strengthened its enforcement credentials with the recruitment of Merri Jo Gillette from her previous role as director of the SEC’s Chicago branch in July 2013.

Renowned for its trophy hedge fund practice, Schulte Roth & Zabel LLP also has ‘very deep expertise ’ in private equity matters. Real estate has been a core area of activity; the firm’s recent track record includes advising DRA Advisors on the formation of a $1.3bn real estate-focused fund, and Westport Capital Partners on the formation of two new funds targeting the distressed mortgage and real estate securities debt markets. The distressed market has also been a key focus, with Stephanie Breslow and Omoz Osayimwese leading the advice on the formation of a distressed debt fund targeting $1bn in commitments. Joseph Smith. David Nissenbaum. Daniel Hunter and associate Jamie Horowitz are all recommended for private equity work.

With a strong mix of clients on both the sponsor and investor side, Akin Gump Strauss Hauer & Feld LLP ’s recent work includes advising Apollo Group on the structuring of the Apollo Investment Fund VIII. Notwithstanding its impressive pedigree in hedge funds, the firm’s private equity group continues to be recognised as a force in its own right, led by highly regarded co-heads Stephen Vine and Prakash Mehta, the previous year also seeing it act on mandates for Jasper Ridge Partners, Carlyle Group and Blackstone, as well as for a high-profile fund in the formation of a string of new products specialising in alternative private equity investments. In a sizeable team Kelli Moll, Blayne Grady and counsel Adam Tope are all recommended.

Clifford Chance ’s European presence makes it a natural choice for US fund managers seeking to navigate AIFMD’s waters, for a client base that includes J.P. Morgan, AQR Fortress and Appian Capital, among others. Other highlights included advising C-III Capital Partners on the formation of its second capital recovery fund, and assisting Appian Capital with the formation of its global mining and metals fund. Leveraging its pan-European capacity, Jeff Berman acted as part of a joint London and New York team advising the IFC on its Russian Bank Opportunity Fund. Berman, Clifford Cone, who made partner in April 2013, and Roger Singer are the key contacts.

Gibson, Dunn & Crutcher LLP ’s ‘excellent ’ team typically advises on the GP side, but also has strong experience representing a variety of other parties including seed investors, funds of funds, and co-investors. It has had a prolific 2013 in terms of fund formation; among the long list of sponsors it advised on fund formation matters included Olympus Partners, I Squared Capital and Neuberger Berman. The secondaries market has been another active area, with the team advising on various GP Recapitalization transactions where the secondary fund acquires an interest in a new fund to acquire the portfolio of an existing fund. Edward Sopher and Jennifer Bellah Maguire, based in New York and Los Angeles, respectively, co-head the team, which includes Edward Nelson in New York and C William Thomas in Washington DC.

Linklaters LLP ’s ‘excellent ’ buy-side team is ‘a pleasure to work with ’, with team head Scott Bowie singled out as ‘one of the smartest people in the industry ’. Clients also appreciate Lorna Bowen ’s ‘exemplary regulatory knowledge ’, and highlight Justin Stroms and associate Andrew Ford. Known for its representation of large-cap sponsors such as KKR, the firm also has strong experience acting for sovereign wealth funds and large institutional investors. Bowie enjoys a strong reputation for advising on innovative investment structures.

Mayer Brown ’s Chicago-based team advises a wide spectrum of fund managers on the full range of issues, with a particularly strong focus on the real estate and emerging markets spaces. Its global reach, which includes associated offices in Rio de Janeiro and São Paulo, makes it an especially strong choice for emerging market funds work in the region; in a reflection of this strength, it recently advised a major Latin American fund investing in residential real estate. John Noell leads the seven-partner practice, which counts UBS, Prudential Real Estate Investors and CB Richard Ellis Investors among its clients.

O’Melveny & Myers LLP ’s ‘outstanding ’ team has a ‘deep and wide knowledge of the private funds market ’, with Los Angeles based Kathryn Sanders, Silicon Valley based Robert Fisher and counsel Don Melamed noted for ‘possessing a first-class level of expertise in their respective fields ’. Its practice spans both coasts, with a notably strong presence in California, and focuses on innovative, complex matters for GPs investing in areas such as distressed debt. A New York team, with assistance from its London office, advised a fund on its acquisition of an interest in a private equity; and advised another private equity player on the formation and seed capital financing for a new healthcare financing fund targeting drug royalty streams of income. Continuing the trend for distressed real estate, the team also assisted Colony Capital on the formation of Colony Distressed Credit Fund II.

Paul Hastings LLP combines ‘sage legal counsel with business acumen ’ and ‘compares favourably, especially for real estate funds ’. Group head Lawrence Hass is highly rated by clients as ‘one of the best private equity attorneys out there ’, and Joshua Sternoff attracts praise for his ‘especially honed business sense and strategic thinking ’, particularly on the fundraising side. Thomas Rao is also recommended. It advised on the formation of the US Egyptian-American Enterprise Fund and the Copia Agribusiness vehicle, two first-of their-kind products targeting emerging markets in Africa. At associate level Lisa Chaney is ‘a real asset ’ and Jonathan Panek is praised for his knowledge of ERISA-related issues.

Chadbourne & Parke LLP combines ‘excellent business acumen with targeted advice and deep insight ’. It has a strong focus on funds with a Latin America focus or based in Latin America; in a standout matter, it advised Quilvest on its investment into the Mexican retail market. It also advised Latin Idea Advisors on the formation of Latin Idea Mexico Venture Capital Fund III. Leveraging the firm’s well-known energy capability, Scott Naidech led the advice to Canada-based Emerging Energy & Environment LLC on the formation of its Clean Tech Latin America Fund II. Other key figures include group head Talbert Navia and SEC expert Beth Kramer. who joined from K&L Gates in October 2013.

Clients appreciate Cooley LLP ’s ‘experience and ability to balance what is remote and what is material in order to get the deal done ’. A market leader for venture capital fund formation and funds investing in technology and start-up companies, it recently acted for Redpoint Ventures on the $400m close of its early-stage focused Redpoint V fund, and advised Trinity Ventures on the formation of its digital technology-focused Trinity V fund. Washington DC based Thomas Salley is ‘terrific for venture capital and private equity ’, and New York based Jeremy Naylor is ‘outstanding for tax and deal structuring ’. In San Francisco, Bernard Hatcher is recommended for his compliance expertise. Palo Alto based team head Craig Dauchy also stands out.

Covington & Burling LLP ’s impressive client roster includes Neuberger Berman, Pantheon Ventures and PineBridge Investments, representing the first of these on a variety of fund formations and transactional matters in 2013, led by team head Loretta Shaw-Lorello .The secondaries market has been another area of focus, under the leadership of Carolyn Taylor. William Sturman and of counsel Lisa Koff are the other key contacts.

Curtis, Mallet-Prevost, Colt & Mosle LLP ’s strong international presence has made it a natural choice for Middle Eastern private equity and sovereign wealth funds, as well as US-based funds targeting investments in Latin America. Carl Ruggiero and London-based Thomas Laurer are ‘very thorough and can provide guidance on both US and non-US jurisdictional items ’, and counsel Shaun Reader is a ‘very good young attorney ’. Ruggiero co-heads the team with Victor Zimmerman.

DLA Piper ’s private equity group is ‘off-the-charts good ’, and the firm’s global coverage has seen it act for a range of overseas funds including Brazil-based Gávea Investmentos and Korea Investment Corporation, as well as a core client roster of US funds such as Ares Management and Harbert Management Corporation. David Goldstein ’s team is continuing to build on his arrival along with four other partners in 2012, with Howard Rosenblum. Richard Ginsberg. Gerald Francese and tax expert Gerald Rokoff all drawing strong praise.

Hogan Lovells ’ team is noted for its ‘ability to balance legal technicalities with business realities ’, ‘the breadth of its international coverage ’ and ‘its ability to draw from other resources in the firm ’. The ‘creative ’ David Winter has ‘excellent negotiation skills ’, and associate Adam Brown is ‘organised, knowledgeable and creative ’.

Orrick, Herrington & Sutcliffe LLP ’s leading LP-centred practice counts some of the largest public plan investors in US as clients, including Oregon Public Employees Retirement Fund and New York City Retirement System. It advised the latter on its investments into a a venture capital fund, and also advised Asian Sovereign Fund on its $70m investment into FABAH, an investment vehicle formed by venture capital firm Andreessen Horowitz. Quinn Moss is ‘very bright and creative, with excellent private equity credentials ’, and co-heads the team with Dolph Hellman.

Shearman & Sterling LLP is singled out for its regulatory function, which is ‘particularly helpful in assessing the impact of recent legal changes on investment structures ’. Taking advantage of recent trends for investments in Latin American real estate, and leveraging the firm’s longstanding reputation for work in the region, the group acts for clients such as GTIS Partners, which it advised on the formation of real estate fund GTIS US Residential Strategies Fund. Team head Laura Friedrich is leading the advice to the IFC as both sponsor of and investor in a variety of funds targeted at emerging markets. Chris Smith is recommended for real estate investments, and Roger Baneman for his tax expertise.

‘Excellent in all aspects ’, Sidley Austin LLP advised Athyrium Opportunities Associates, a joint venture between Neuberger Berman and Athyrium Capital Management, on the formation of Athyrium Opportunities Fund, a $515 million fund focused on royalty monetization and other structured investments in the healthcare sector. Scott Macdonald and Timothy Clark advised Black River Asset management on the formation of two funds exploring investment opportunities in Latin America and other emerging markets. Alyssa Grikscheit is recommended, as is Susan Lewis. who has ‘fantastic depth of experience ’. The firm’s global private funds group was significantly bolstered by the recruitment of Singapore-based Han Ming Ho from Clifford Chance. and Stephen Ross. who co-heads the London investment funds team.

Skadden, Arps, Slate, Meagher & Flom LLP has strong experience on the formation of a range of buyout, co-investment and emerging markets funds. It advised two leading sovereign wealth funds as sponsors and investors in a $3bn private fund targeting infrastructure investments, and advised BlackRock Financial Management on its formation of a fund targeting the US residential retail market. John Caccia leads the team, which also acts for AXA Investment Managers and Deutsche Bank.

At White & Case LLP. Monica Arora heads a team which has ‘unparalleled experience in emerging markets, particularly frontier markets ’. In 2013 the team advised on the formation of several funds making investments into the energy sector and SMEs in the African continent, and assisted three development finance institutions with their investments into the Takura fund, which targets Zimbabwean investments through a South African feeder. Mara Topping is recommended for her Africa expertise,