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Morris Manning & Martin, LLP

Investment Funds

Private Funds. Real Estate Funds. Registered Funds. Business Development Companies. Closed-End Funds. Interval Funds. Private Equity Funds. Hedge Funds. Venture Capital Funds. Leveraged Buyout Funds. Mortgage and Mezzanine Debt Funds. Emerging Market Funds. Life Settlement Funds. Qualified Opportunity Funds.

We represent a broad spectrum of fund sponsors, distributors, investment advisers, placement agents, independent directors and investors. We employ an interdisciplinary approach to serve the wide-ranging needs of our clients, skillfully maneuvering through layers of regulation, tax issues, and market best practices. 

We work with our sponsor clients to assist them in structuring their investment vehicles (including the use of parallel funds, alternative investment vehicles, and blocker entities), operations, and compensation arrangements (including sharing of carried interest or other incentive compensation); raising capital through private or public offerings; negotiating side letters; drafting disclosure documents (private placement memoranda and registration statements); developing and maintaining robust federal securities compliance policies and procedures; and navigating relevant registration or exemptive provisions of applicable aspects of the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Commodity Exchange Act of 1936.

We work with our institutional investor, investment advisor, and asset manager clients in connection with registration, compliance, and ongoing operations, including the negotiation and approval of advisory agreements, the purchase and sale of advisers, and other matters.  We also represent independent boards in connection with their fiduciary obligations under the Investment Company Act of 1940 and state law.

We also work with institutional investors and family offices in negotiating and structuring their deployment of capital in investment funds.

In addition, our tax, ERISA, corporate, and real estate practices complement our core investment fund practice and enable us to work with our clients to be practical and strategic with their formation, structuring, and acquisition and disposition activities.

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Areas of Focus

Opportunity Zones

Meet the Team »

Contact Practice Chair Matt Peurach
 
We bring a coordinated approach with more than 20 experienced attorneys from multiple industry groups and practices, partnering with our clients to navigate the Opportunity Zones economic development program.
 
Investing in specially-designated Opportunity Zones (generally distressed areas nominated by each state’s governor) through Qualified Opportunity Funds can yield substantial additional returns on investment in the form of tax savings. Our Tax, Real Estate, Finance, and Corporate teams work together to stay on top of developments regarding the new Sections 1400Z-1 and 1400Z-2 of the Internal Revenue Code enacted under the Tax Cut and Jobs Act of 2017 to provide practical and timely solutions.
 
We are leaders in the field, leveraging a multidisciplinary team. We add value to our clients’ businesses with our focus on strategic relationships and our ability to use our goodwill with regulators and other business leaders to our investor and fund manager clients’ advantage.
 

Representative Transactions

  • Representation of sponsor in a $100 million qualified opportunity fund formed to invest in qualified opportunity zone property located throughout the country
  • Representation of sponsor in a $100 million qualified opportunity fund formed to primarily invest in hospitality assets located in qualified opportunity zones throughout the country
  • Representation of sponsor in a $50 million qualified opportunity fund formed to acquire and develop multiple properties located within a single qualified opportunity zone
  • Representation of sponsor in a $50 million qualified opportunity fund formed to acquire and develop a single multifamily property
  • Representation of sponsor in a $20 million qualified opportunity fund formed to acquire and develop a single mixed-use property
  • Representation of investor in a $15 million investment in a qualified opportunity fund acquiring raw land for ground-up construction
  • Representation of sponsor in a $10 million qualified opportunity fund formed to acquire and develop a single multi-family property

Private Equity

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Our Private Equity (PE) Group works with private equity funds and their portfolio companies on acquisitions, investments, divestitures, buyouts, financings and related transactions. We have particular depth in high-volume, middle-market investments, handling more than 200 transactions each year for our clients and their portfolio companies.

We are a law firm focused on client satisfaction through the delivery of efficient legal services. We use budgeting, client communication and reasonable billing rates as a way to meet and exceed our clients’ expectations. Our integrated team approach provides our fund clients with a seamless experience when structuring, negotiating and completing buyout and financing transactions.

Several key points differentiate MMM’s PE Group:

  • We handle a high number of M&A, growth equity and venture capital transactions.  By representing funds and their portfolio companies in an average of more than 200 deals each year, we have experienced deal attorneys who know the market and understand the unique characteristics of a private equity transaction and current market terms with particular depth in the software/SaaS space.
  • We represent 300+ Tech companies. Our experience in the tech sector brings an added understanding of our clients’ software, services, business models, intellectual property and growth strategies to our roles as legal advisors. In addition to our ability to structure and implement transactions, we bring market insight and business advice when working with equity sponsors and management teams.
  • We deliver the services required by your portfolio companies. We can help with fund formation, employment, compensation and benefits, tax, international and other general corporate matters. Our full-service team remains in place throughout the transaction and the ongoing representation of the portfolio company.
  • We deliver value-added benefits to funds and their portfolio companies. We look for ways to introduce funds to prospective targets and invite them and their portfolio companies into our extensive network of contacts, including management and board talent and strategic relationships.

Recognition

  • Ranked a Top 50 law firm for number of Venture Capital and Private Equity deals by Dow Jones Private Equity Analyst.
  • Ranked by Legal 500 as a leading law firm for mid-market transactions (sub$500M).
  • Recognized as a top practitioner of Corporate M&A by Chambers USA.
  • Ranked by Dow Jones VentureOne as Top 10 Company Counsel in Sales of Eastern U.S. VC-backed companies

Key Services

Our team works with private equity funds and their portfolio companies on a wide variety of matters:

  • Bolt-on acquisitions
  • Carve-outs
  • Cybersecurity & data privacy
  • Debt financing
  • Dispute resolution
  • Divestitures
  • Employment, employee benefits & ERISA
  • Equity financing
  • Executive compensation
  • Fund formation
  • Growth equity
  • International acquisitions
  • Leveraged buyouts
  • Licensing & contracting
  • Management buyouts
  • Mergers & acquisitions
  • Public offerings
  • Senior & mezzanine financing
  • Strategic buyer representation
  • Tax and corporate structuring

Fund and Portfolio Company Representation:

  • Accel-KKR
  • Arsenal Growth
  • Arthur Ventures
  • Ballast Point
  • Boathouse Capital
  • Bull City Venture Partners
  • Collective Capital
  • Eastside Partners
  • Edison Partners
  • Frontier Capital
  • Fulcrum Equity Partners
  • Great Hill Partners
  • Growth Street Partners
  • Hg Capital
  • Integrity Growth Partners
  • Jump Capital
  • K1 Capital
  • Las Olas Venture Capital
  • Leeds Equity Partners
  • LLR Partners
  • Lometa Capital Partners
  • ParkerGale
  • Parthenon Capital Partners
  • Primus Capital
  • Red Ventures
  • Resolve Growth Partners
  • Sageview Capital
  • Serent Capital
  • Sierra Ventures
  • Summit Park
  • Ten Coves Capital
  • Thoma Bravo
  • Trinity Partners, LLC
  • Veritas Capital
  • Vista Equity
  • Vocap Venture Partners
  • Wavecrest Growth Partners

Private Funds/Fund Formation

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Our Fund Formation Practice experience includes the structuring and formation of real estate funds, private equity funds, venture capital funds, hedge funds, funds of funds, leveraged buyout funds, mortgage and mezzanine debt funds, emerging market funds, life settlement funds, timber asset funds, qualified opportunity funds (discussed below), and other alternative investments.  We work with fund sponsors in developing their product offerings, structuring their funds, reviewing investor presentation materials, drafting private placement memoranda, qualifying for applicable exemptions from the registration provisions of federal securities laws, creating subscription documents, negotiating and drafting fund organizational documents (e.g., limited partnership agreements), side letters, and the terms of parallel funds and alternative investment vehicles.  We have formed funds utilizing entities formed under the laws of numerous jurisdictions and are experienced in issues associated with various structures such as limited partnerships, limited liability companies, unit trusts, international business companies, exempted companies, UCITS, SICAVs, and FCPRs. We counsel the general partners, investment advisers, brokers, administrators, and custodians of these funds.  We have developed a particular expertise in working with first time fund sponsors and with fund sponsors desiring to transform their fund platforms from focusing on high net worth and family office investors to institutional investors.

Representative Transactions

  • Counsel to the sponsor of five hospitality funds with aggregate capital commitments in excess of $1.2 billion from institutional investors, including state and local pension plans, university endowments, universities, ERISA plans, funds of funds, and non-U.S. investors.
  • Counsel to sponsor in the restructuring of a $310 million specialty fund.
  • Counsel to $45 million specialty real estate fund formed to invest in mixed-use properties in a focused geographic area.
  • Counsel to the operating partner in a $300 million programmatic joint venture formed to acquire multifamily properties throughout the U.S.
  • Counsel to a sponsor of four “GP funds” targeting high net worth and family offices to invest in portfolios of multifamily properties.
  • Counsel to a sponsor of funds with over $6 billion of commitments in such funds’ programmatic joint ventures.
  • Counsel to a sponsor of debt funds focused on the hospitality sector with aggregate capital commitments of approximately $300 million.
  • Counsel to a €120 million Luxembourg regulated investment fund for European investors investing in global timberland opportunities.
  • Counsel to a national banks in connection with their investments in institutional real estate funds, tax credit funds, Community Reinvestment Act funds, Small Business Investment Companies (SBICs), and subscription lines.
  • Counsel to a global specialized insurance company in connection with its investments in a variety of private equity funds and the acquisition of a portfolio consisting of interests in multiple alternative asset funds.
  • Counsel to a German family office in connection with its investments in real estate funds and single asset joint ventures.
  • Counsel to several venture capital and private equity funds with commitments as low as $10 million.

Registered Funds

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Our Registered Funds team has represented numerous listed and non-listed offerings conducted by BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.

On the transactional side, our attorneys assist our registered fund clients in raising capital in the private and public markets through the drafting of registration statements or offering memoranda, negotiating investment advisory and distribution agreements, preparing or reviewing compliance materials, and other matters required by the federal securities laws. 

We also assist our registered fund clients in the preparation and review of periodic reports filed pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940, as applicable. 

On the regulatory side, our attorneys prepare or review board materials and reports to shareholders, provide advice relating to fund governance matters, draft exemptive and no action relief requests, and advise clients on technical matters relating to the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as requirements related to qualifying as a regulated investment company (RIC).

Representative Transactions

Non-listed closed-end funds, interval funds and BDCs

  • Issuer’s and underwriters’ counsel to Stira Alcentra Global Credit Fund, a registered closed-end fund, in connection with its initial public offering.
  • Underwriters’ and Blue Sky counsel to NexPoint Capital, Inc., a BDC, in connection with its initial public offering.
  • Issuer’s and underwriters’ counsel to NexPoint Real Estate Strategies Fund, an interval fund, in connection with its initial public offering.
  • Issuer’s, Underwriters’ and Blue Sky counsel to First Capital Investment Corporation, a BDC, in connection with its initial public offering.
  • Up to $100 million Issuer’s counsel to Flat Rock Opportunity Fund, an interval fund, in connection with its initial public offering.

Private BDCs

  • Counsel to Parkview Capital Credit, Inc., a private BDC, in connection with its private offering of shares.
  • Counsel to Flat Rock Capital Corp., a private BDC, in connection with its private offering of shares.

Listed BDCs

  • Issuer’s and underwriters’ counsel for various initial public offerings and follow-on offerings.

Tax Credit and Tax-Driven Funds

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The group’s Tax members provide counsel and advice to investors, public agencies, community development organizations, private partnerships and developers engaged in tax credit investment funds. Our experience encompasses the entire range of available tax credit vehicles, including new markets tax credits, energy tax credits, low-income housing tax credits and historic tax credits. Our firm’s significant experience in real estate brings additional skills and understanding regarding the business needs of real estate and finance clients when navigating these complicated tax credit transactions. We have advised numerous sponsors of real estate funds with respect to tax issues.

Representative Transactions

  • Represent Fortune 50 companies, publicly traded banks and insurance companies in connection with investments in multi-investor and proprietary affordable housing investment funds.
  • Tax advice relating to federal and state tax credits with respect to both credit enhanced and non-guaranteed affordable housing investment funds.

Venture Capital

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At Morris, Manning & Martin, our Venture Capital Practice provides a full range of legal services to the venture capital and emerging market communities. The lawyers in this practice group are committed to providing our clients with creative, practical and cost-effective assistance. We are the leading provider of value-added legal services for technology, technology-enabled and business services with a presence in the Southeast who want to grow rapidly and have a successful liquidity event within 5-6 years.

  • Represent more than 300 venture-backed clients throughout the U.S.
  • Represented emerging market companies in over half of the VC transactions in Georgia from 1999 - 2015

We represent hundreds of growth companies in all phases of their life cycles, from incorporation, business plan preparation, seed and venture capital financing, intellectual property protection, employment matters, strategic relationships, business combinations and initial public offerings.

The Venture Capital Relationship

Our lawyers understand the venture capital process and offer clients strategies for negotiating and structuring venture investments. Lawyers in our Venture Capital Practice stay abreast of the evolving standards by which clients evaluate investments and the market terms of venture investments. We believe that a close understanding of the economics and business realities of each deal is critical to efficient deal management and effective representation. We understand the balance between obtaining appropriate terms and cultivating quality, long-term relationships between venture capital investors and the emerging growth in which they invest. We strive to maintain this balance while helping our venture capital investor and emerging growth company clients with the successful completion of their financing transactions.

All Stages of the Life Cycle

Through our longstanding history of representation of emerging growth companies, we have developed a solid understanding of the industries in which our emerging growth company clients participate and the specific legal needs of early stage enterprises. As a result, we are uniquely positioned to anticipate issues for fast growing companies, provide practical advice on a cost-efficient basis and help guide emerging growth companies through all phases of their life cycles.

Representative Transactions:

  • Representation of a technology based expedited delivery company in venture capital transactions in excess of $110 million received from national VC funds, its senior and mezzanine credit facilities and general corporate matters.

  • Representation of a clean-tech/waste-to-resource company in multiple rounds of venture capital funding (in excess of $100 million), debt transactions and bolt-on acquisitions.

  • Representation of a marketing technology company in multiple rounds of venture capital funding (in excess of $100 million), senior and mezzanine debt transactions and bolt-on acquisitions.

  • Representation of a data analytics company in multiple rounds of venture capital funding (in excess of
    $75 million), senior and mezzanine debt financings and bolt-on acquisitions.

  • Representation of a technology based expedited delivery company in a $40 million venture capital financing.

  • Representation of sellers in $32 million sale to a private equity sponsored competitor in the plastics manufacturing industry.

  • Representation of a technology company building a cloud computing storage platform in an $11 million venture capital financing.

  • Representation of an electronic health records software provider in a $4.5 million venture capital financing.

  • Representation of a social media based apartment rental company in a $2 million venture capital financing.

  • Representation of over twenty (20) early stage technology companies in angel round and Series A financings ranging from $100,000 to $5 million.