Fund Formation & Investment Management

 

Gambourg Read’s Fund Formation & Investment Management Practice Group represents a broad range of funds, fund managers and investors in connection with onshore and offshore funds, including hedge funds, real estate funds, commodity pools, venture capital funds, private equity funds, and specific focus funds. We have worked with private investment funds that utilize a broad range of strategies as part of their investment programs including: long/short equity, private investments in public equity (“PIPEs”), special purpose acquisition companies (“SPACs”), reverse mergers, distressed debt, event driven, real estate, bridge financing, asset-based lending and shareholder activists strategies. Our corporate attorneys work closely with those lawyers in the firm who focus their practice in securities, tax, partnership, employment, ERISA, and real estate law, as well as offshore law firms, in order to make certain that these funds are structured properly to obtain the business, tax and investment goals of their principals and investors. Our attorneys have represented funds ranging in size from “friends and family” start-ups to mature multi-billion dollar funds. Overall, our practice group seeks to provide comprehensive, cost-effective solutions to our clients, both domestically and globally.

Fund Formation
We counsel clients on the structure, formation, and operation of domestic and offshore fund entities with respect to corporate, tax and regulatory concerns, taking into account the size, nature and jurisdiction of the fund and the type of investors the fund is targeting. We are well versed in the ever-changing regulatory scheme that impacts private investment funds under the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act; the Investment Advisers Act of 1940, the Investment Company Act of 1940, and state securities laws. Our services include the preparation or review of fund formation and offering documentation, including:

  • fund manager level organizational agreements

  • fund-level organizational agreements (i.e., limited liability company or limited partnership agreements)

  • private placement memoranda

  • subscription documents

  • “blue sky” state securities filings

  • investment management agreements

  • agreements with third-party service providers, such as prime brokers or administrators

For the fund manager, we provide representation with respect to registration as a commodity pool operator and commodity trading advisor under the Commodity Exchange Act, and registration as an investment adviser under the Investment Advisers Act of 1940 and at the state level. We also structure employment, compensation and benefit arrangements for fund principals and employees, with a long-term view as to the problems that can arise over the life of the relationship between fund principals and/or their employees. Lastly, we provide representation in connection with leasing and other real estate issues a fund or fund manager encounters in setting up its office.

Transactional Matters and Ongoing Operations
In addition to fund formation, we handle a wide variety of transactional matters related to the ongoing operational activities of funds and/or fund managers:

 

  • amendments/restatements of the fund-level agreements, as needed

  • general corporate matters of fund, fund manager, and other entities in the fund complex

  • transfers of fund interests

  • SEC filings and any other required stock exchange filings

  • mergers and acquisitions involving portfolio companies

  • financing rounds for portfolio companies (i.e., venture capital funds)

  • real estate transactional work (for fund or portfolio properties) and any ongoing leasing issues

  • labor, employment and compensation issues (fund manager)

  • litigation, regulatory and enforcement actions facing the fund, its portfolio investments and/or the fund manager (including advising on the relationships between funds, investors, advisory boards, fund principals, employees, and service providers)

  • mergers and acquisitions of investments adviser firms

Investment Adviser Matters
Representation of investment adviser firms involves all aspects of federal and state registration and compliance matters, negotiation and/or review of investment management agreements, custodial agreements, policies and procedures manuals and other general corporate matters. We will work with compliance consultants to help implement a cost-effective strategy, with an eye towards scalable compliance solutions.

OUR STRENGTHS

  • Interdisciplinary Approach – we have a variety of practice areas critical to a fund’s formation and ongoing operations “under one roof” (i.e., Corporate, Securities, Tax, ERISA, Regulatory Defense, Real Estate, and Employment, among others), which enables us to provide a truly interdisciplinary approach and to serve as a “one stop shop”, full service law firm.  This sets us apart from many of the “boutique” law firms in the same category.

  • Experience – we have years of combined experience with many different kinds of private investment funds and investment vehicles, including hedge, real estate, commodity pools, venture capital, private equity, and special focus funds (i.e., asset-based lending, special situation, or secondary funds).

  • Cost-effective - emphasis on staffing “lean”, without unnecessary redundancy of partners and associates and without compromising our firm’s 80 plus year philosophy centered on providing excellent service.

  • Focus - particular emphasis on “start-up” funds and funds with under $150 million in assets under management.  

  • Relationships – we have relationships with a wide variety of service providers, including prime brokers, fund administrators, placement agents, accountants, IT providers, and offshore law firms, among others, that can assist you with the formation process and ongoing operations.

 

 

Start – Up Formation and Advisory

 

As an expert tech startup lawyer, we provide consultation to technology companies since 2007, our law firm delivers a wealth of best practices to startups in the areas of company formation, seed funding, equity issues, intellectual property protection, strategic partnership agreements, and a variety of many other legal and business affairs when establishing a new technology startup in the United States. Roman Gambourg has been recognized as a leading attorney for startup business.

 

Intellectual Property Law is the stock-in-trade of technology innovation in mobile applications, websites, web-based social networks, and other verticals of the digital ecosystem. Intellectual Property protection may prove to be central to competitive protection and monetization of the venture. Some legal issues presented in technology products and services include:

  • Branding and Trademark Protection

  • Copyright Clearance and Software Licensing

  • Intellectual Property and Competitive Barrier Strategy

  • Company formation and Co-Founder Agreements

  • Truth in Advertising Laws

  • Website Terms of Service and Privacy Policies

  • Favorable Confidentiality Agreements

  • Venture Capital or Angel Investment Agreements, Crowdfunding Law

  • Contracts with Suppliers and Service Providers

  • Competitive Advantage, Marketing and Monetization Strategy

Legal and Business Affairs Services Tailored For Startups

 

With over a decade of exclusive focus on technology on media and technology markets, we consult entrepreneurs on a variety of legal and business affairs commonly faced by technology startups.

Company Formation for Startups

 

Consultation on best company structure options between sole proprietorship, partnership, corporation or limited liability company formation strategies and due diligence. Startup entity formation may include forming a corporation or limited liability company and issuing stock to the founders and shareholders, drafting of company bylaws or operating agreement, preparing stock or membership certificates for signatures, assistance with bank account and employee identification number set up, and intellectual property transfer agreements to the newly formed entity.

Trademark Search, Clearance, and Registration

 

Trademark consultation and registration services for startups and entrepreneurs may include a trademark search and clearance report, and consultation on the startup’s specific trademark, slogan, company name, domain name, and logo design protection strategy, and preparation and filing of a Federal Trademark Registration application with United Stated Patent & Trademark Office.

Intellectual Property Protection and Competitive Barrier Strategy

 

We provide comprehensive consultation and review of startups business model, revenue model, and product development strategy and identify, intellectual property and competitive barrier strategy under copyright law, trademark law, trade secret law, patent law, contracts and other legal and business options.

Contract Consultation, Negotiation, and Drafting for Startups

 

Our practice consults startups on standard and industry specific contracts which may include drafting, review and negotiation of agreements with website developers, designers, marketing consultants, SEO companies, and other third parties a startup or technology enterprise may work with at various stages. We also provide custom Non-Disclosure Agreement (NDA, Confidentiality Agreement) to help protect clients’ intellectual property, copyrights, trademarks, designs logos, ideas, and other vital proprietary assets during “discussion periods” with potential collaborators, and advise CEOs and entrepreneurs on discussions of their ideas with outside parties without unnecessarily disclosing confidential information.

Customized Confidentiality/Non-Disclosure Agreement

 

There is plethora of “free” non-disclosure agreements and confidentiality agreements online. Do not rely on these forms to protect confidential information.  After a confidential discussion with our startup clients, we may draft a customized confidentiality agreement and consult CEOs and founders on how to discuss the business with investors and other third parties on a need to know basis, and protect sensitive business information in the process.

The Best Law Firm for Startups and Engineers

 

We share our entrepreneur clients’ passion for innovation and take pride in advising on delivering sophisticated legal advice to help them navigate the various stages of product development and launch. Visit our resources page for some of the best guides we’ve identified as useful to help technology startups succeed, particularly links to bothsidesofthetable.com, startupsuncensored.com, and venturehacks.com, all of which are excellent resources for startups on topics such as investor funding, raising venture capital, founder equity considerations, and practical tips on web development, online marketing, investment trends, and others.

 

 

Immigration Law Practice

Gambourg Read’s provides customized immigration law advice and assistance primarily in connection with high-level corporate and professional positions and to individuals with a need for personalized guidance and representation in obtaining and maintaining legal immigration status in the United States.

When we believe an injustice is being done, we are prepared to fight for our clients — in federal court, if necessary.

Our work is not limited to the administrative process of immigration. While we eagerly help individuals and families understand the process of obtaining citizenship, New York city residence or a green card, we consider complex cases to be the strongpoint of our practice. Our attorneys have argued immigration appeals in federal appellate courts and have had a statute declared unconstitutional. We are dedicated to comprehensive immigrant reform and remain invested in the latest immigration legislation and rulemaking, including deferred action. This allows us to advise our clients in New York and New Jersey of the full range of options available to them:

  • Adjustment of status

  • Asylum

  • Available types of visas

  • Waivers

  • Removal defense

  • Special programs and treaties

We know what you are going through, and we want to help, whether you want to know about the different types of visas or need to prevent deportation. Staff at our firm can explain what is happening at every phase of your case in clear, understandable language and address your expectations and concerns. A comprehensive strategy for your business or your family lets you feel confident, as does our commitment to keeping you apprised and moving the process forward in a timely manner.

With more than two decades of immigration law experience, we do not limit ourselves to the mainline approaches. Instead, we evaluate your full array of options and use our in-depth, practical knowledge of the system to get results even if another lawyer cannot help you. Our thorough understanding of immigration procedures — both official and unofficial — allow us to more effectively help our clients navigate the process and avoid many of the problems that can otherwise occur.

We understand how stressful and confusing the immigration process can be, so we take special care to keep you informed and comfortable.

 

 

 

Intellectual Property and Licensing

 

One of the more significant areas of our firm's expertise is our Intellectual Property practice. The Intellectual Property practice group assists our clients by identifying and protecting their intellectual property assets through registration and enforcement and guiding them through corporate transactions. In the corporate area, our practice ranges from working with our clients to realize value and expand market awareness by licensing of intellectual property rights and serving client needs in financing, acquiring and selling copyright and trademark assets. In the litigation area, our practice is also wide ranging with lawyers concentrating in the fields of trademark and copyright prosecution and registration and enforcement through litigation to halt infringements, counterfeiting and unfair competition.

PRACTICE AREAS

Licensing

The firm has been actively and intensely involved in the field of domestic and international licensing. We have acted as licensing counsel for our many fashion apparel industry clients, including internationally renowned designers and also has represented our manufacturing clients, as both licensor and licensee, in a substantial number of licensing transactions. In addition to traditional trademark and copyright licensing, the firm has been involved in "private label" licensing projects involving retailers.

Copyright and Trademark Acquisitions, Sales and Financings

The firm has acted as counsel to clients acquiring United States and foreign copyrights and trademarks and related assets, as well as effecting the financing and disposition of intellectual property rights.

Litigation

The firm counsels and represents our clients, both as plaintiff and defendant, in numerous matters involving trademark and trade dress infringements, trade secrets, rights of publicity and privacy, and copyrights. We have obtained temporary restraining orders, injunctions and seizures in trademark and copyright infringement cases for our clients. Our intellectual property group is very active in establishing and managing anti-counterfeiting programs and pursuing trademark counterfeiters with the assistance of international, federal and local investigators and law enforcement officials.