Current Hot Topics in Asset Manager M&A

Focuses on the tax aspects of investment funds, mergers and acquisitions, international transactions, real estate transactions and financial instruments.

Philippe has advised on many major transactions involving sales or spinoffs of investment fund managers, including Senator Investment Group LP’s sale of a minority stake to The Blackstone Group LP, Caxton Associates LP’s sale of a minority interest to the Petershill II Fund affiliated with the Goldman Sachs Group Inc., and Credit Suisse’s sale of Strategic Partners to The Blackstone Group LP.

He advises on the tax aspects of securitizations, including his recent representation of affiliates of Fortress Investment Group LLC and affiliates of AGL in the securitization of their leveraged facilities.

Philippe has also advised multiple alternative asset managers on the formation and structuring of funds, including Engineers Gate with the launch of a quant fund, Clearfield Capital with the launch of a hedge fund, Warlander Asset Management LP, AGL, Piney Lake and MGG with the launch of credit funds, and D1 Capital Partners in the formation of a new fund; Junto Capital Management LP on the launch of Junto Capital Partners LP and Junto Offshore Fund Ltd.; Trian Fund Management LP on all aspects of launching new co-investment hedge funds; Sachem Head Capital Management LP with the launch of hedge funds and the establishment of long/short equity funds; and Capstone Investment Advisors LLC, JANA Partners, MKP Capital Management LLC and Scopia Fund Management LLC in their respective sales of a passive minority interest to Neuberger Berman Group-managed private equity fund Dyal Capital Partners. He also advised Bardin Hill Investment Partners in its succession plan.

Philippe’s real estate transactions include advising the Related/Oxford joint venture developing Hudson Yards on closing nearly $1.4 billion in equity investments and debt financing for the center’s first tower, and advising Oxford in over $5 billion in financing of three office towers, a retail center and a residential building for the project; and advising Arel Capital in a number of equity investments, including operating multifamily properties with significant retail components and ground-up development projects for modern condominium buildings.

Chambers USA, The Legal 500 US, New York Super Lawyers, and the Tax Directors Handbook have recognized Philippe as a leading lawyer.

Allison Scher Bernbach is head of the firm’s Private Equity Regulatory Group. With more than 25 years of experience, she advises private fund advisers on regulatory and compliance matters, particularly under the Investment Advisers Act of 1940. She regularly counsels clients on US Securities and Exchange Commission (SEC) registration, compliance program design and maintenance, SEC examinations, private fund formation, and acquisitions of investment managers. Her practice spans global asset managers and private equity sponsors, where she provides both strategic and practical regulatory guidance.

Before joining McDermott Will & Schulte, Allison served in senior in-house roles, including as managing director and chief compliance officer at a major private equity firm. She has also held associate general counsel and compliance officer positions across capital management companies, giving her a unique perspective on the operational and legal challenges facing investment managers.

Benjamin Kozinn is a leading lawyer with in-depth experience across a broad range of matters related to private equity mergers and acquisitions (M&A) and investment management.

In his M&A practice, Ben focuses on middle-market private equity and asset manager M&A. He advises clients on middle-market buyouts, carve-out transactions, take-private transactions, minority stakes, and venture investments. He also guides private equity managers through complex leveraged buyout transactions across various industries, including technology and data centers, industrial services, business services, consumer, logistics, and investment advisory services.

As part of his investment management practice, Ben works with investment advisers and investors on fund formation, structuring, managed accounts, compensation, and regulatory and compliance issues, including counseling on material non-public information considerations. Drawing on his experience in structuring, seeding arrangements, managed accounts, and funds-of-one, Ben also advises new managers seeking capital in the highly competitive startup market.

In addition to his private practice, Ben has experience serving as in-house counsel, including as general counsel at a credit-focused hedge fund and vice president and associate general counsel at Goldman, Sachs & Co.

Co-Head of Credit Funds. Primarily represents alternative investment managers and private investment funds in all aspects of their businesses. Specializes in “Upper Tier Agreements” among the owners of private fund managers and the strategic investments, control transactions, and succession planning that that are often part of the ownership lifecycle.

David is known for his extensive knowledge of market terms and his commercial approach to evaluating risks and handling negotiations.

For many years, David has been named a “Leader in His Field” by Chambers USA and Chambers Global. His peers note that David is “considered one of the top fund lawyers around, and deservedly so.” He is “praised by clients for his unwavering commitment,” and is described as “very engaged, thorough, thoughtful, and extremely useful as our quarterback.”

David dedicates most of his practice to designing, structuring and advising credit, hedge, private equity, hybrid, distressed investing, activist and energy funds, co-investments vehicles, funds of funds, multi-manager platforms, and co-investment platforms. Working with the Regulatory & Compliance Group, his work includes counseling clients on finding practical solutions to regulatory and compliance requirements, including the Volcker Rule, and managing conflicts of interest.

Since the early 2000s David has been at the leading edge of industry developments and market practices in “Upper Tier” management company partnerships, compensation and succession plans, seed and strategic investments, and spinoffs of investment teams.

In addition, David has been recognized as a key player in private fund formation by The International Who’s Who of Private Funds Lawyers, PLC Cross-border Private Equity Handbook, The Legal 500 US, and Expert Guide to the World’s Leading Banking, Finance and Transactional Law Lawyers. He has authored or co-authored “Management Company Structures and Terms,” published by ALM Law Journal Press, and “Succession Planning White Paper.”

Lauren M. Troeller advises private equity sponsors and their portfolio companies, private equity funds, financial institutions, direct lenders, and public and private companies in complex business transactions. She regularly counsels clients in relation to mergers and acquisitions, divestitures, minority investments, and debt financings, among other matters.

Lauren handles a wide variety of deal structures, such as leveraged buyouts, carve-outs, distressed acquisitions, take privates, and joint ventures. She also advises clients on corporate and governance matters. She has extensive experience in several key industries, including technology and software, industrial services, consumer products, business services, and manufacturing.

As part of her commitment to pro bono work, Lauren has represented victims of prosecution in asylum proceedings and advised nonprofit organizations in corporate and governance matters.