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Investment Management

Institutional investors of all types and sizes increasingly face legal challenges that could adversely impact their business and investment strategies. Waller's team of attorneys specializing in investment counsel provides our clients with innovative solutions to assist them with complex matters.

Waller attorneys ensure that clients' needs are met by helping with fund formation and structuring, ERISA and tax compliance, legal review and negotiation of investment documents, and assistance with potential claims. Waller has earned the reputation of being a valued strategic partner.

Our experience covers the preparation or review and negotiation of all documentation related to the commitment of investment funds, including:

  • Limited partnership agreements
  • Limited liability company operating agreements
  • Subscription agreements
  • Disclosure documents
  • Investment management agreementsĀ 
  • Side letters

We also counsel investment managers on formation, operations and divestitures for firms ranging from advisory subsidiaries of large commercial banking clients to small stand-alone registered investment advisory firms.

Waller's special investment counsel attorneys draw experience from a variety of practice groups within the firm. By using our interdisciplinary approach to comprehensive client service, we are able to provide valuable solutions to our clients. We have a deep bench of transactional lawyers with considerable M&A and securities experience, which is supplemented by sophisticated tax practitioners skilled in a large range of ERISA and tax compliance matters. Additionally, Waller has experienced trial and appellate practitioners who are able to evaluate potential claims and prosecute or defend lawsuits, arbitration proceedings and regulatory proceedings involving investment issues as needed.

Clients benefit from having access to Waller's proprietary Detailed Analysis of Terms of the Agreement (DATA) Matrix, which identifies issues and key terms for discussion. The team uses the DATA Matrix discussions to develop investor-specific preferences as to key terms that are high priority and update them as the investment context changes. In addition to reviewing investment documentation to ensure that the transactional documents properly embody the terms outlined in any offering or marketing materials or presentations to pension trustees, the team typically analyzes all governance provisions and economic terms.

We provide fiduciary counseling for boards or trustees. We also advise on confidentiality issues in a number of situations, including when confidentiality is requested by fund sponsors or secondary market participants.

Waller attorneys help clients negotiate on a number of agreements and documentation. We negotiate investment management agreements, including a manager of managers agreement and related sub-management agreements. In addition, we review terms for redemptions of interests in funds after follow-on investments, terms for follow-on investments in co-investment funds formed to participate in original funds, and terms for conversion of existing classes of equity interests to new classes of equity interests. We also review initial investments in venture capital, private equity and hedge funds. Our experience includes a wide variety of other issues, including general partner removal, receiverships, liquidations and consent action reviews for alternative investments. Our investment counsel services include:

  • Providing advisory and litigation services for investment in funds placed into receivership
  • Negotiating prime broker margin account agreementsĀ 
  • Providing tax advice as to investing through blockers or otherwise


Marlee Mitchell
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Roddy Bailey
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David Clay
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Tyler Hand
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