CORPORATE

CORPORATE | LAW

Investment Funds


MDO Partners provides a range of legal services relating to a variety of investment funds, including hedge funds, offshore funds, private equity funds and real estate funds. Our expertise ranges from fund formation to ongoing operations, profit sharing arrangements and wind-down. We work with various fund managers and a range of related investment vehicles. We use our experience to offer comprehensive legal advice and services based on each client's particular fund structure and investment strategy. Our attorneys and advisors have extensive experience with many different asset classes and trading strategies, so we tailor our advice to suit each client’s goals.

HEDGE FUNDS
MDO Partners offers comprehensive legal services for hedge funds. We advise not only on fund structure, formation and launch, but on all aspects of ongoing management and compliance. We provide counsel and review with regard to documents including private placement memorandums, subscription agreements, organizational documents, regulatory filings, non-disclosure agreements and administration agreements. Our regulatory expertise includes the requirements of the U.S. securities laws and Blue-Sky issues. 
We assist with implementation of side pockets, in-kind redemptions, synthetic side pockets, gating provisions and all manner of fund actions. We advise with other fund issues including subscriptions, redemptions, FINRA new issues questions and ERISA guidance. We work with private advisors, Registered Investment Advisers (RIAs), state registered advisors and clients — and we offer Form ADV and Form PF consulting. For more information, see: Broker-Dealers and Investment Advisers.

OFFSHORE FUNDS
MDO Partners forms and supports a range of offshore fund  structures to help facilitate fund investments from investors located outside the U.S. and certain U.S. tax-exempt entities. Our expertise includes stand-alone, parallel, mini-master and master-feeder offshore structures based in the Cayman Islands, BVI and elsewhere. Where applicable we partner with certain offshore law firms to advise on offshore fund incorporation and registration matters as well as documentation such as subscription documents, offering memoranda and investment management agreements. We also consult regarding the formation of offshore blocker corporations.

 

PRIVATE EQUITY FUNDS
MDO Partners provides experienced legal counsel for private equity funds and fund managers in the U.S. and offshore. Upon formation, we counsel and handle filings with regard to fund structure and incorporation, regulatory compliance matters, SEC and state investment advisor registration, and related issues including operating agreements, service agreements, solicitor/placement agent agreements and marketing documents. We support the fund operation on matters including general fund management, deployment of capital, investor disbursements, regulatory filings and fund valuation mechanisms. We assist with all aspects of wind-down, from staged withdrawal of partners to fund dissolution.


We also advise with regard to related or stand-alone offshore private equity funds, including counsel with regard to the advantages of launching an offshore fund, the optimum structure for such a fund, as well as incorporation and registration through our partnership with offshore law firms.
 
REAL ESTATE FUNDS
Starting a real estate fund requires maneuvering through a challenging maze of laws and regulations. A real estate fund presents a special set of questions which often involve securities, regulatory issues and taxation. MDO Partners has been involved in organizing real estate funds with a range of different structures, strategies and investment jurisdictions. We have experience with both U.S. investors and non-U.S. investors and also including both inbound investments as well as outbound investments. Our experience also includes the utilization of blocker entities and leveraged blocker entities which may offer tax optimization. Our real estate fund formation legal services include comprehensive start to finish advice on all aspects of launching a real estate fund. These services include counsel on structuring the private offering terms, forming the fund and related entities, preparing the fund documents and agreements, making any federal or state filings and assisting with investment advisor registration, if applicable. 


COMPLIANCE
Compliance is an increasingly important area in the investment fund space that has been driven by the heightened regulatory scrutiny. With a team of former in-house counsel and advisors, MDO Partners has the expertise to navigate complex regulations, reduce the associated risk, and develop practical compliance solutions. Our Investment Fund Team’s general compliance expertise includes:

•    Advice on Dodd-Frank Act
•    European Union Regulatory Requirements
•    Comprehensive Due Diligence
•    M&A Structure and Compliance
•    U.S. Commodity Futures Trading Commission (CFTC)
•    Foreign Corrupt Practices Act (FCPA)
•    US PATRIOT Act 
•    Anti-Money Laundering (AML) Regulations
•    Data Protection and Privacy

 

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ADDRESS

175 SW 7th Street

Suite 1900
Miami, FL 33130

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