McDermott Will & Schulte, a global law firm

McDermott Will & Schulte is a leader among law firms in representing private credit funds, especially in the rapidly growing and highly innovative direct lending market. We help our credit fund clients navigate the constantly evolving private credit market and create diverse and cutting-edge fund-level credit and lending strategies.

Whether to meet operational demands or to support growth opportunities, debt financing is a vital source of capital for businesses. Proper financing selection is the foundation of a company’s business strategy. The corporate financing team at McDermott Will & Schulte excels as a trusted advisor to clients on how best to structure and negotiate their financing transactions.

We represent a wide range of borrowers and lenders, ranging from privately owned companies to publicly traded corporations, private equity firms and their portfolio companies, and financial institutions of varying sizes. This diverse client base has enabled our finance team to amass experience and familiarity with the financing vehicles available in the market.

We are particularly skilled at supporting clients’ M&A needs. Working closely with our nationally recognized deal lawyers and tax practice, our lawyers deliver the full suite of business transactional legal services covering traditional M&A, project financing, private equity buyouts and add-on financings, as well as recapitalizations and restructurings. Over the past five years, we have closed more than four hundred transactional financings.

For borrowers, our service offering covers nearly every type of financing vehicle, including secured and unsecured lines of credit and debt instruments, high-yield notes and asset-based loans, and specialty financings such as tax-exempt bonds.

Supporting lenders, we possess demonstrated success structuring nearly every type of financing instrument. We represent a wide range of clients, including commercial banks, non-bank investors, asset-based lenders, business development companies, debtor-in-possession financiers, and holders of subordinated and mezzanine debt.

As a strategic partner, we support our clients’ financing needs by providing updates on market conditions, maintaining relationships with lenders and creating best practices in financing documentation. We work with our clients to secure the best financing possible to fuel their business growth.

Transactional Financings

Our financing lawyers work closely with the firm’s deal lawyers and tax practice to deliver a holistic legal package for transactional activities. For traditional M&A, we are skilled at structuring and negotiating the financing arrangement while securing preferred terms. For private equity, our lawyers understand the nuances of the industries of the portfolio companies and structure the deal accordingly. Over the past three years, the financing team has worked on more than 150 leveraged buyouts by private equity sponsors.

Recapitalizations

A growing financing option for private equity, recapitalization transactions free up capital for investors, allow the operating company to update its financing terms, increase borrowing thresholds and allow for further business growth. With numerous recapitalization transactions completed in the past few years, few firms possess the experience in recapitalizations that we do.

Cross-Border Investment

Whether you’re working on a deal in the U.S. or a cross-border transaction, with more than 150 lawyers across 20 global offices, we have the experience and capabilities you need to accomplish your objectives. In addition to helping our clients get deals done, we advise on tax issues, management incentive plans, health regulations, and multi-jurisdictional debt financing and restructuring.

ESG (Environmental, Social And Governance) Impact Investment

Impact investment initiatives seek to provide funding to organisations and projects that pursue a double bottom line – generating a sustainable financial return while creating measurable social and environmental benefits.

Our cross-disciplinary, multi-jurisdictional team is committed to making a difference to the lives of others through the support of ESG and impact initiatives, recognizing the dynamic growth in this industry and its transformative effect on capital markets. Our team regularly advises on a range of ethically responsible investment matters, including fund formation and creating innovative investment structures, social impact bonds and other capital market solutions. Our team consists of market leaders who have worked on some of the most innovative cross-border finance transactions delivering positive social impact aligned to the United Nations Sustainable Development Goals.

We represent organizations and individuals – including start-ups, investors, social entrepreneurs, financial institutions, social enterprises, and microfinance institutions – that are pioneering the development of solutions that address a variety of social needs. We have experience across a broad range of impact industries, including clean tech, education, welfare, and financial services.

Our global platform and full service capabilities – including structured finance, funds, M&A, corporate finance, capital markets, financial products, tax, and regulatory means that we are well-positioned to advise our clients, wherever they seek to deliver a positive social impact.

Transactions can strengthen your business by helping you access capital, pursue growth opportunities, and enter new markets – but they also carry risks that can have lasting consequences. Our corporate and transactional lawyers structure transactions that drive growth while managing legal, regulatory, and commercial exposure.

Our lawyers collaborate across offices worldwide to provide coordinated counsel on domestic and cross-border transactions. Our corporate law practice guides you through commercial agreements, mergers and acquisitions, financings, restructurings, and governance matters designed to support your business strategy.

We also advise on sophisticated capital formation and investment structures, including capital raises, PIPE transactions, SPAC-related matters, and other strategic financing arrangements that provide flexible access to capital in evolving markets.

Beyond execution, our corporate and transactional lawyers address the challenges that shape long-term deal success, including:

• Post-merger integration and reorganizations
• Cross-border governance and operating structures
• Commercial contracts and change-of-control issues
• Intellectual property and asset organization
• Tax, treasury, and operational continuity planning
• Workforce and benefits integration
• Legacy liabilities and dispute exposure

Managing a large volume of transactions can quickly become resource intensive. Our technology-enabled transactional legal services team combines sophisticated AI review tools with experienced transactional lawyers to streamline due diligence, contract negotiation, and contract management – helping you scale quality and consistency across a high volume of matters.

From capital formation to post-closing integration, we help you navigate transactions strategically while managing the legal and operational issues that impact business performance. Our lawyers structure and execute deals that mitigate risk and support long-term growth.

Compensation and benefits programs help you attract and retain top talent – but they are subject to significant regulatory risk and shareholder scrutiny. Our employee benefits lawyers partner with you to design, implement, and administer compensation and benefits programs that protect your interests across the employee lifecycle – from hiring to separation.

We support your business by structuring and managing programs that drive performance, control costs, and enable long-term growth. We advise you on all aspects of employee benefits and executive compensation, from plan design, administration, and compliance to workforce transitions, complex transactions, audits, investigations, and litigation.

As you manage your global workforce and expand into new markets, we advise you on international employee benefits, executive compensation, and cross-border employment matters. Our lawyers help you navigate complex regulatory frameworks across the US and Europe, including:

• Employee Retirement Income Security Act (ERISA)
• Internal Revenue Code (IRC)
• Affordable Care Act (ACA)
• Worker Adjustment and Retraining Notification (WARN) Act
• US securities and disclosure requirements
• Other applicable US federal, state, and local laws
• European labor laws, including works council and consultation requirements

When matters come under regulatory scrutiny or give rise to disputes, we represent you in labor and employment litigation, as well as in arbitrations and mediations before federal and state trial and appellate courts, US administrative agencies, and international counterparts in Europe and Asia.

In the event of an audit or regulatory inquiry, our lawyers advocate for you before the Department of the Treasury, the Internal Revenue Service, the Department of Labor, and the National Labor Relations Board on employment, compensation, and benefits matters.

Your compensation and benefits programs play a critical role in the growth and performance of your business. We partner with you to develop and manage employee benefits and executive compensation programs that protect your talent investment, reduce risk, and support your business goals.

McDermott Will & Schulte’s fund finance team represents private equity funds, credit funds, hedge funds, real estate funds, funds-of-funds and other types of private investment funds in the full range of fund finance transactions, including subscription financing transactions, NAV facilities, rated feeders, secondary financings and other fund finance transactions. Through highly bespoke asset-backed facilities and related structures, we help our clients facilitate the acquisition and leveraging of portfolio assets, make time-sensitive investments, provide liquidity and redeem interests. We apply our in-depth knowledge of all types of fund structures and financing options to advance our clients’ interests and enhance their investment program.

Our fund finance capabilities are bolstered by the knowledge and experience of both our market-leading investment management practice and the breadth and diversity of our general finance practice. Additionally, we are well connected in the industry and have excellent working relationships with the banks, lenders, sovereign wealth funds and other institutional players in fund finance. Schulte’s private capital focus and wide experience working with the financial industry gives us a breadth of perspective and experience that sets us apart from our competitors.

The firm's fund finance team regularly helps our clients structure, negotiate and execute:

• Subscription financing/capital call facilities
• NAV financings
• Hybrid facilities
• ABL facilities
• CLOs
• CFOs
• Secondary financings
• Carried interest facilities
• Rated feeders
• Fund-of-fund credit facilities
• Other financings specially designed for private investment funds
• Employee co-invest facilities
• Working capital lines of credit
• Other types of credit facilities designed for management companies and their principals and professionals

Government policies shape how your business operates – but they are rarely clear-cut. How they are interpreted can matter as much as what they say. Our government and lobbying lawyers translate policies into commercially focused legal guidance. We combine strong government relationships with knowledge of how laws and regulations are shaped, interpreted, and enforced, helping you protect your interests in a complex regulatory environment.

With firsthand experience inside government, we partner with you to prepare for change – not just react to it. Our government and lobbying lawyers have served in senior roles within key regulatory agencies and maintain strong agency relationships across the United States, Europe, and China. We leverage this experience to help you navigate regulatory frameworks, engage strategically with policymakers, and manage risk while minimizing disruption to your business.

Our government and lobbying strategies team provides comprehensive guidance across state, federal, and global markets – advising you on laws and regulations governing commerce and trade, customs, competition, environmental issues, workplace safety, and employment. We also guide you through evolving areas such as privacy and data protection, so your business can stay aligned with shifting regulatory expectations.

We routinely represent clients in matters across highly regulated industries, including:

• Healthcare
• Life sciences
• Energy
• Aerospace and defense
• Agribusiness
• Food and alcohol

From securing FDA approval for medical devices and navigating TTB labeling rules to resolving WTO tariff disputes and obtaining renewable energy tax credits, we help you navigate regulatory frameworks so you can move your business forward.

We don’t just interpret regulations; we work to shape them. Partnering closely with you, we develop targeted lobbying strategies and engage with stakeholders and policymakers. Whether addressing immediate challenges or long-term priorities, we advocate for your interests.

Our government and lobbying strategies team brings the experience, judgment, and relationships needed to interpret government policies and help shape them. We translate regulatory complexity into actionable guidance – helping you take advantage of opportunities while reducing your exposure to risk.

A superb group. [They] do a fantastic job; what I value is their deep knowledge of the hedge fund market and their clarity in communicating what they know.
– Chambers USA

McDermott Will & Schulte has unparalleled experience advising hedge fund managers in the United States, the United Kingdom and around the world. With market-leading experience and an appreciation of both legal and business perspectives, we provide comprehensive support to hedge fund managers on all aspects and stages of their operation, from fund structuring and tax matters to compliance and litigation.

Types of Funds Represented

We represent more than 400 hedge fund, private equity fund and fund-of-funds managers and thousands of investment funds globally.

• Activist
• Commodities
• Credit and high-yield
• Credit Opportunity
• Distressed
• Emerging markets
• Energy
• Event-driven
• Global macro
• Hybrid
• Lending
• Leveraged buyout
• Long/short equity
• Multi-manager
• Multi-strategy
• Principal protected
• Private Equity
• Quantitative
• Real estate
• Relative value
• Venture capital

We are also one of only a few law firms with a dedicated group of lawyers who focus on regulatory and compliance matters particular to hedge funds. With this specialized knowledge and our long history in the market, it is no surprise that we serve as principal counsel to many of the leading domestic and international funds and fund managers.

Disputes can disrupt your operations, drain resources, and create uncertainty that affects business performance. Our litigation and dispute resolution lawyers help you navigate high-stakes disputes while reducing uncertainty, managing risk, and protecting your long-term business interests.

Our litigation and dispute resolution practice is comprised of experienced litigators and trial lawyers throughout the US and Europe. Working across practices, we provide integrated counsel tailored to complex disputes. By combining industry- and practice-specific knowledge with trial and appellate experience, we assess how disputes are likely to evolve and adapt your strategy accordingly.

Our lawyers guide you through every stage of a dispute – from early case assessment through litigation, trial, and appeal. With a dedicated appellate practice that has handled hundreds of appeals, including matters before the US Supreme Court, we approach cases with trial and appellate strategies aligned from the outset.

When litigation is not the most effective path forward, we partner with you to resolve disputes through arbitration and mediation. Our lawyers represent you in proceedings before the American Arbitration Association (AAA), the International Centre for Settlement of Investment Disputes (ICSID), and other arbitral bodies – helping you control risk, maintain confidentiality, and preserve business relationships.

In addition to commercial disputes, we advise you on sensitive investigations and government enforcement actions. We conduct internal investigations involving allegations of misconduct, compliance issues, and potential regulatory violations. We also represent you in proceedings involving the US Department of Justice (DOJ), the US Securities and Exchange Commission (SEC), self-regulatory organizations, stock exchanges, and other state and federal agencies.

Our litigation and dispute resolution lawyers understand how disputes can affect your business and reputation. By combining litigation experience with practical business insight, we help you assess risk, reduce uncertainty, and determine the most effective path forward – whether through litigation or strategic resolution outside the courtroom.

Market-leading team assisting high-profile hedge and private equity fund clients in compliance with regulations. Experienced in matters involving the SEC, CFTC, and National Futures Association.
– Chambers USA

Schulte is a full-service law firm with industry-leading practices in financial services, including the area of regulation & compliance. With a client base of more than 300 financial services firms, including investment banks, commercial banks, hedge funds, private equity funds, mutual funds, closed-end funds, business development companies and employee benefit plans, we have an in-depth knowledge of industry terms and practices and a breadth of experience that few other firms can equal.

Our regulatory & compliance practice consists of more than 50 lawyers, including over 30 partners, all with extensive regulatory and compliance experience and many of whom have prior experience working at the U.S. Securities and Exchange Commission (SEC) or in U.S. Attorneys’ offices.

“They technically understand the law but also understand what we’re trying to achieve.” – Chambers USA

Securities litigation remains an ongoing threat to businesses and financial institutions. Our SEC Enforcement group is composed of lawyers - including former senior members of the US Securities and Exchange Commission (SEC) Division of Enforcement - who possess substantial experience covering the full spectrum of securities enforcement activity. Our lawyers are knowledgeable about the SEC as an agency, including its rules, practices and customs, and maintain excellent relations with staff of the Enforcement Division and Office of General Counsel.

Clients rely on us to provide legal defense against securities litigation. We have secured favorable results stemming from investigations and enforcement proceedings, on behalf of public companies, their audit committees, officers, directors and senior management, as well as financial services firms, broker deals, investment advisors, hedge funds and accounting firms.

Our capabilities cover all aspects of SEC and other regulatory investigations, as well as parallel proceedings, private class actions and derivative litigation. We have been successful in deterring the SEC at various stages of enforcement investigations and frequently persuade the SEC either not to take any action against our clients or to reduce the nature and scope of the charges, including the elimination of fraud-based charges.

We have demonstrated success - civil and criminal - bringing trials to verdict in federal district courts and handling administrative proceedings at the federal and state level, and we possess substantial appellate experience in the appeal of administrative decisions to the SEC and to the US circuit courts.

As a testament to the mutual respect between our practice and the commission, we have successfully petitioned the SEC to appear as amicus curiae in favor of a client's position in private securities litigation. The SEC also has called upon members of our group to act as receivers in the SEC civil enforcement proceedings. This cumulative experience differentiates us from the competition, ultimately providing clients with the best legal representation to achieve a favorable outcome.

McDermott Will & Schulte has developed a leading secondaries practice, representing some of the largest asset managers and investors worldwide. We have represented large institutional investors — including AIG, the Intel Pension Fund, and other major pension funds and institutional clients — in divesting portfolios of private assets, as well as leading sponsors of secondaries funds, including Coller Capital, Arcis, Venture Capital Fund of America and Liquid Realty Partners.

We regularly advise on GP-led restructurings and the formation of continuation funds, offerings of interest, recapitalizations and other transactions. We also provide comprehensive support for LP-driven secondaries and synthetic secondaries, offering extensive experience in providing all necessary fund formation, transactional, regulatory and tax support.

We have successfully advised on all aspects of numerous secondaries transactions involving various types of underlying assets, spanning multiple industries and global locations. These transactions have been held within a diverse array of structures, showcasing our versatility and ability to navigate different complexities.

Tax considerations shape how your business structures transactions, financings, and international investments. Our lawyers advise you on global tax compliance and design tax strategies that support growth, help mitigate financial exposure, and strengthen your business operations across jurisdictions.

Our tax lawyers represent financial institutions, investors, and businesses – including more than half of the Fortune 100. Working across the US, Europe, and other major markets, we align tax strategy with your global business strategy while helping you anticipate regulatory and controversy risk.

Tax strategy is most effective when integrated early into decision-making. Our tax lawyers advise you on federal, state, local, and international tax laws that affect your transactions, investments, financings, restructurings, and cross-border operations. We also help you evaluate the tax implications of evolving business models, supply chains, and operating structures as your business expands internationally.

Our tax law practice includes advising on transfer pricing planning, advance pricing agreements, and cross-border tax controversies. We handle sophisticated transfer pricing disputes worldwide and engage with taxing authorities and organizations involved in international tax policy and enforcement – including the Organisation for Economic Co-operation and Development (OECD), the Internal Revenue Service (IRS), and tax authorities throughout Europe and globally.

Tax disputes can affect enterprise value. Our team includes former IRS administrators, Department of Justice (DOJ) Tax Division lawyers, Tax Court clerks, and legislative advisors who understand how tax policy is developed, interpreted, and enforced. This experience strengthens our ability to advocate before taxing authorities and guide you through examinations, administrative appeals, and litigation before trial courts, appellate courts, and the US Supreme Court.