Financial Services SADIS & GOLDBERG LLP
60 - 80 On average, private funds created and launched annually
21
Countries with represented clients
ABOUT SADIS Sadis & Goldberg LLP is an globally recognized law firm. Drawing on the experience and depth of our lawyers, we leverage each lawyer’s industry-specific knowledge to help our clients succeed. This collaborative approach brings collective insight to the table that contributes to sensible, efficient resolutions, and allows us to remain attentive to cost and time sensitivities. Sadis clients include strategic and financial buyers, independent sponsors, domestic and international companies, financial institutions, family offices, venture capital funds, hedge funds, private equity funds, buyout funds, commodity pools, special purpose vehicles and numerous businesses operating in various industries around the world.
INDUSTRY INVOLVEMENT
#3
Preqin Ranked for Law Firms Servicing Hedge Funds in the US
#7
Preqin Ranked for Law Firms Servicing Hedge Funds Worldwide
11
Business-focused practice teams
Independent Sponsors - Sadis hosts networking events to connect capital providers and independent sponsors, including two major conferences each year. Earnout Magazine – Sadis publishes a quarterly magazine, targeting financial services professionals, with a focus on independent sponsors and deal makers. Sadis Business Breakfast – Brings together investors, founders, analysts, capital providers, financial services providers and other business leaders to discuss trending topics and to network. Sadis Family Office Dinners - Executives from family office network and share ideas on market trends across various industries. Sadis' Annual Private Funds Forum - Industry leaders from law firms accounting firms, third party administrators, directors and consultants focused on the private funds industry gather together for several days from across the globe to share ideas and discuss recent developments facing the financial services industry.
FOCUSED SOPHISTICATED REPRESENTATION Sadis maintains a diverse, business-oriented practice focused on private investment funds, asset and wealth managers, family offices, litigation, corporate, mergers & acquisitions, real estate, regulatory and compliance, tax and ERISA.
“No law firm is better in the hedge fund space. Sadis doesn’t just know the legal framework; they are on the cutting edge of defining it.”
– JOHN STERLING FOUNDER, STERLING FUND MANAGERS
HEDGE FUNDS The Financial Services Group at Sadis provides legal advice to both domestic and offshore private investment funds in the alternative investment space. We provide counsel on the structure and formation of new funds, as well as the reorganization and restructuring of existing funds. We structure and service a wide variety of funds, such as long/short equity funds, global macro funds, emerging market funds, risk arbitrage funds, convertible arbitrage funds, high yield bond funds, distressed debt funds, bank debt funds, sector-specific funds (e.g. technology, Internet, health care, biotechnology), collectible funds (e.g. car, art, watch), crypto-currency funds, cannabis funds, fund of funds, multi-manager funds and fund platforms. We provide customized drafting of confidential private placement memoranda, limited partnership agreements, operating agreements, subscription documents and other related fund documents. We also draft and negotiate agreements documenting the relationship with fund managers, principals and employees, subadvisors, consultants and fund counterparties. Sadis currently represents hundreds of private investment funds with managers throughout the world. Our client base is comprised of clients of all sizes, backgrounds and investment sectors and our client base represents a significant percentage of the private fund industry’s market share, providing the Firm with an unusual awareness of current market behaviors, favored commercial terms and other industry trends. This unique access to current market information allows our team to advise our clients with both experienced legal counsel and timely business intelligence. By virtue of representing several hundred alternative investment vehicles with investment managers domiciled
throughout the world, our market share gives us a unique perspective on the global investment funds industry. Additionally, as a result of our unique global footprint, we enjoy very strong relationships with leading legal counsel and other professionals in international centers for onshore and offshore finance, such as the Cayman Islands, Bermuda, the British Virgin Islands, Luxembourg, Ireland, Switzerland, Malta, Jersey, Guernsey, Mauritius, Hong Kong and the United Kingdom. In addition, we maintain a specialized cross-border funds practice targeting non-US managers seeking to offer securities and launch products in the United States, including clients in Ireland, the UK, the Netherlands, Canada, China, Singapore, France, Luxembourg, Germany and Switzerland.
Our client base represents a significant percentage of the private fund industry’s market share, providing the Firm with an unusual awareness of current market behaviors, favored commercial terms and other industry trends.
PRIVATE EQUITY
Sadis has a robust private equity practice, advising both fund sponsors and investors. Our clients benefit from our depth of experience, as we provide seasonal advice, practical and innovative solutions, and first class service. Our practice is incredibly versatile, with experience in structuring and formation of funds, the structuring of investments and the negotiation of acquisitions and divestitures. In addition to our private funds practice, Sadis works with some of the market's most active and sophisticated private equity investors to structure, negotiate, and close a full range of investment and acquisitions transactions. Our team has considerable experience in representing private equity funds, management groups, consortiums, family offices, lenders, and portfolio companies in the full spectrum of private equity transactions, including, but not limited to: leveraged buyouts, corporate carve outs, growth equity investments, distressed deals, and co-investments - for funds ranging from large multinational funds to independent sponsors.
REAL ESTATE FUNDS
Our investment funds team advises an array of real estate investors, developers, fund managers, landowners and family offices in achieving their strategic goals nationally and around the world. By leveraging our cross-disciplinary expertise in financial services, real estate and taxation, our investment funds team provides targeted fund solutions in real estate, including both closed-end and open-end vehicles, international investment structuring, specialized advice on asset classes and strategies, the most up-to-date guidance on recent developments such as opportunity zones, and transaction-specific guidance for clients executing strategies in a wide variety of real estate businesses, including residential, office, mixed-use, manufacturing and industrial, hotel and resorts, timber and agricultural and other properties.
VENTURE CAPITAL The Sadis Venture Capital group is experienced in all aspects of structuring for a wide variety of structures, including many innovative “hybrid” fund structures designed to reduce risk in connection with capital calls and/or the creation of permanent capital vehicles. We routinely represent private funds and managers operating in a broad array of asset classes and industries, including: technology, healthcare, media, software, insurance, biotechnology, real estate, cannabis, communications, digital currency and DeFi’s, oil and gas, natural resources, gaming, leisure, entertainment, renewable energy credits, fintech and alternative finance. Our venture capital services cover the full array of fund formation and regulatory services for managers, as well as advice in connection with acquisitions, strategic investments, as well as divestitures located in the United States, with a particular focus on middle-market transactions. We also draft and negotiate agreements documenting the relationship between the fund manager’s principals and employees, sub-advisors, consultants and fund counterparties. Sadis currently represents several hundred private investment funds with managers throughout the world. Our client base is comprised of clients of all sizes, backgrounds and investment sectors, and our client base represents a significant percentage of the private fund industry’s market share, providing the firm with an unusual awareness of current market behaviors, favored commercial terms and other industry trends. This unique access to current market information allows our team to advise our clients with both experienced legal counsel and timely business intelligence. By virtue of representing several hundred alternative investment vehicles with investment managers domiciled throughout the world, our market
share gives us a unique perspective on the global investment funds industry. Additionally, as a result of our unique global footprint, we enjoy very strong relationships with leading legal counsel, auditors, placement agents, and other professionals in international centers for onshore and offshore finance, such as the Cayman Islands, Canada, Bermuda, the British Virgin Islands, Germany, Luxembourg, Ireland, Israel, Switzerland, Malta, Jersey, Guernsey, Mauritius, Hong Kong, Singapore and the United Kingdom.
We routinely represent venture capital, private equity, real estate funds, and their managers and principals in all aspects of the business, including transactional matters and portfolio company work
REGULATORY & COMPLIANCE OUR REGULATORY AND COMPLIANCE TEAM ADVISES FUNDS AND THEIR MANAGERS ON ALL OF U.S. REGULATORY ASPECTS OF THEIR BUSINESS INCLUDING THE FOLLOWING: •
Securities and Exchange Act of 1934. We advise clients on broker-dealer laws applicable to their selling activities and regularly negotiate private placement and distribution agents with selling agents. Our regulatory advice covers all aspects of broker-dealer laws, including FINRA rules and regulations and licensing.
•
Securities Act of 1933. We provide a review of the basis for the private offering to the investor and that the fund file a Form D with the SEC to avail itself of the private securities offering safe harbor under Rule 506(b) or Rule 506(c) (note Rule 506(c) offerings, which permit public marketing, require additional due diligence by the manager and so additional work on the subscription documents).
•
Investment Advisers Act of 1940. Together with fund management we review applicable exemptions that may be available to it under the Advisers Act, including the foreign private advisers exemption, venture capital exemption and private fund advisers exemption. In addition, we handle all regulatory filings with the SEC, including any “exempt reporting adviser” filings and full registrations with the SEC, including the drafting of Codes of Ethics and Compliance Manuals.
•
Investment Company Act of 1940. In the event any feeder funds are formed in order to conduct a U.S. offering, we would advise on the regulatory exemptions available to the fund under the Investment Company Act, including the 3(c)(1), 3(c)(5) and 3(c)(7) exemptions, as well as investor due diligence obligations imposed on the manager to demonstrate compliance.
•
Commodity Exchange Act Regulation. In addition, we assess any filing obligations under the Commodity Exchange Act (applicable to commodities, currencies and swaps), including any commodity pool operator
(CPO) and commodity trading adviser (CTA) filings. A broad exemption from registration exists for low levels of activities in these instruments, and standard exemptions exist for offerings in private funds. The expense associated with making the relevant filings would be minimal for the broad exemption, and relatively low for the standard private fund exemptions, though previously unregistered CPOs and CTAs would need to complete new registrations with the National Futures Association. •
Employee Retirement Income Security Act (ERISA). For offers of securities to pension plans or other investors whose assets constitute plan assets under U.S. law, we would advise on the obligations imposed under ERISA and the guidelines which the fund should follow in respect of ERISA investors to ensure that the fund does not become a fiduciary of any ERISA plan investor.
•
Mock Audits. We regularly conduct SEC & FINRA mock audits and focused compliance reviews on behalf of our clients. These reviews and audits encompass a review of compliance policies and procedures that are required to be maintained by a client under federal and state securities laws. Our team leverages its multidisciplinary expertise to provide insight into best practices from a compliance, enforcement and business perspective.
Our Team Sadis & Goldberg’s team is exceptionally experienced in fund formation, fund regulation and investment transactions. Our firm's partners have decades of experience, both at Sadis & Goldberg, as well as at larger international law firms and the U.S. Securities & Exchange Commission.
OUR TEAM Ron S. Geffner P A R T NE R
212.573.6660 rgeffner@sadis.com
Ron S. Geffner is a founding member of the firm’s Executive Committee and also oversees the Financial Services group. He regularly structures, organizes and counsels private investment vehicles, investment advisory organizations, broker-dealers, commodity pool operators and other investment fiduciaries. Ron also routinely counsels clients in connection with regulatory investigations and actions. His broad background with federal and state securities laws, and the rules, regulations and customary practices of the SEC, Financial Industry Regulatory Authority, Commodities Futures Trading Commission and various other regulatory bodies, enables him to provide strategic guidance to a diverse clientele. He provides legal services to hundreds of hedge funds, private equity funds and venture capital funds organized in the United States and offshore. Prior to starting Sadis & Goldberg, Ron was associated with two other New York City-based law firms, where he represented domestic and offshore private investment vehicles, as well as broker-dealers, registered investment advisers and registered investment companies.
Ron regularly structures, organizes and counsels private investment vehicles, investment advisory organizations, brokerdealers, commodity pool operators and other investment fiduciaries.
OUR TEAM Yehuda M. Braunstein P AR T NE R
212.947.3796 ybraunstein@sadis.com
Yehuda M. Braunstein heads up the Family Office practice and is also a member of the firm’s Financial Services and Corporate Groups. Mr. Braunstein counsels family office clients in connection with all aspects of their operations, including formation issues, governance and compensation issues, transactional and day to day matters as well as compliance issues. Mr. Braunstein’s practice also focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds (including real estate, distressed and lending funds), funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies. Mr. Braunstein also structures and negotiates seed investments and operating agreements. He provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers, as well as conducting mock audits.
Yehuda regularly structures and organizes hedge funds, private equity funds (including real estate, distressed and lending funds), funds of funds, separately managed accounts and hybrid funds.
OUR TEAM Robert Cromwell P A R T NE R
212.573.8034 rcromwell@sadis.com
Robert Cromwell practices in the firm’s Financial Services and Corporate groups. Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies (ETFs, private equity funds, real estate funds and hedge funds) and representing founders, managers and boards of businesses and investment funds. Robert also advises clients on general corporate matters. Robert’s transactional experience includes: corporate and LLC startups, restructurings and exits; registered and private securities offerings; hedge funds, mutual funds, private equity funds, collective trust funds; preparation of corporate and partnership governing documents, registration statements and periodic financial reports; equity incentive plans, employment agreements, loan agreements; counseling boards of directors of registered and private funds and retirement plan committees.
Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies.
OUR TEAM Paul D. Fasciano P A R T NE R
212.573.8025 pfasciano@sadis.com
Paul D. Fasciano is a partner in the firm’s Financial Services and Corporate groups. Paul began his career as a general corporate attorney, and now focuses his practice on representing private fund managers, both in the formation phase and also in ongoing corporate and transactional matters, including mergers and acquisitions, activist investor representation, securities law compliance and derivatives. Paul regularly counsels clients on structuring and forming U.S. and non-U.S. private investment funds, including hedge funds, private equity funds and custom “hybrid” funds incorporating features of both. Funds advised by Paul cover a wide variety of strategies and asset classes, with varying liquidity characteristics, including more typical asset classes such as publicly traded equities, as well as less typical asset classes such as loans, consumer receivables and renewable energy credits. Paul also has extensive experience in drafting and negotiating agreements memorializing the relationship between the principals of a fund.
Paul has advised participants in a variety of public and private merger and acquisition transactions in diverse industries and has brought this practice to focus on transactions involving investment advisers, broker-dealers and other players in the financial services industry.
OUR TEAM David Fitzgerald P A R T NE R
212.573.8428 dfitzgerald@sadis.com
David Fitzgerald’s practice focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds, funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies. Drawing on his 16 years of experience as an institutional Chief Compliance Officer and General Counsel, David provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers.
David is a Partner in the firm’s Financial Services and Corporate groups
OUR TEAM Seth Lebowitz P A R T NE R
212.573.8152 slebowitz@sadis.com
Seth Lebowitz is a partner in the firm’s Tax group. Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds. Seth has experience with: • Domestic and international tax issues relating to fund structuring • Joint ventures and partnerships • Corporate and real estate investing • Lending • Securities trading • Distressed investing • Financial products
Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds.
OUR TEAM Paul Marino P A R T NE R
212.573.8158 pmarino@sadis.com
Paul Marino is a partner in the Financial Services and Corporate groups. Paul focuses his practice in matters concerning financial services, corporate law and corporate finance. Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation. Paul works on a variety of M&A transactions, including leveraged acquisitions, divestitures of business divisions, going-private transactions, and other strategic acquisitions and dispositions, in the following industries: manufacturing, telecommunications, consumer products, hospitality, healthcare, and technology, among others. His practice also includes joint ventures and general company representation matters. Paul has represented national and multinational corporations, ranging from telecoms to tech companies, as well as real estate syndication and financial investors and investment advisors. He has also negotiated and structured a number of U.S. domestic and cross-border mergers and acquisitions and joint ventures.
Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation.
OUR TEAM Yelena Maltser P A R T NE R
212.573.8429 ymaltser@sadis.com
Yelena Maltser practices in the firm’s Financial Services and Corporate groups. Yelena regularly counsels clients on structuring and forming U.S. and non-U.S. private investment vehicles (including, without limitation, hedge funds, private equity funds, hybrid funds, funds with non-traditional asset classes, real estate funds, venture capital funds, funds-offunds, commodity pools, as well as managed accounts). Yelena also advises clients on structuring the management entities to such funds. She regularly prepares offering and organizational documents for investment funds; negotiates side letter agreements, seed capital agreements, joint venture agreements and compensation arrangements; reviews marketing materials; and provides ongoing advice to existing investment vehicles and management entities. In addition, Yelena counsels investment managers on registration and ongoing regulatory compliance issues. Prior to joining Sadis & Goldberg, Yelena was associated with two other New York City-based law firms, where she was involved in general corporate work.
Yelena counsels investment managers on registration and ongoing regulatory compliance issues.
OUR TEAM Mark Strefling P AR T NE R
212.573.8519 mstrefling@sadis.com
Mark Strefling is recognized as an industry-leading investment management lawyer with over two decades of experience in the alternative investment industry. Mark’s practice includes the specialized representation of private fund managers in the design and formation of complex and innovative fund structures, the marketing and distribution of fund interests, the design of comprehensive compliance programs, and the representation of managers during critical regulatory examinations and investigations. Mark also partners with managers to deliver compliance training and education, mock examinations, regulatory and compliance gap analysis, and critical CCO regulatory support.
Mark represents private fund managers, investment advisers, and other members of the investment management industry on fund structures, and compliance matters.
OUR TEAM Erika L. Winkler P A R T NE R
212.573.8022 ewinkler@sadis.com
Erika L. Winkler is a partner in the firm’s Financial Services and Corporate groups. Erika’s practice focuses on the structuring and formation, capital raising and regulatory compliance of U.S. and non-U.S. private investment vehicles, including, without limitation, hedge funds, private equity funds, hybrid funds, funds with non-traditional asset classes, real estate funds, venture capital funds, special purpose vehicles, funds-of-funds, commodity pools, as well as managed accounts. She also regularly advises management companies and fund managers on a wide array of matters, including compensation structures, restructurings and reorganizations, joint ventures, side letters and seed capital transactions, and employment and investor issues, and negotiates and prepares related agreements and documentation.
Erika’s practice focuses on the structuring and formation, capital raising and regulatory compliance of U.S. and non-U.S. private investment vehicles.
THANK YOU
SADIS & GOLDBERG LLP 551 Fifth Avenue, 21st Floor New York, NY 10176 212.947.3793 info@sadis.com
GOLDMAN SACHS | OCTOBER 25, 2021