The Private Equity Practice Group represents private equity, venture capital and other investment funds investing in or acquiring portfolio companies and companies seeking capital from such funds. We pride ourselves on our business sense, availability, responsiveness and the consistent quality of the efficient and cost-effective services we provide. Kelley Drye partners stay involved in the day-to-day interaction with each client and are available consistently to resolve issues and accelerate progress to closing each transaction related to that client's business. This level of partner involvement is intended to ensure that our efforts are results-oriented.

Our group's expertise and experience derives mainly from (i) our long-standing representation of venture capital and private equity funds, large pension plans and institutional investors in a multitude of portfolio company investments and acquisitions, and (ii) our in-depth involvement with numerous start-up and developmental stage companies attracted to our Firm because of our Group's venture capital and private equity history, and our current-market experience.

Investment Funds and Institutional Investors

Private equity, venture capital and other investment funds and institutional investors have relied on our services in a multitude of investments and acquisitions. Because we represent experienced funds and review countless potential investments and acquisitions, we are always current with the variety of innovative provisions introduced by investment funds and institutional investors. Our tax lawyers have dealt with complex allocation and distribution provisions, and understand the tax considerations of various investment funds and institutional investors. We advise on matters that include:

• Portfolio company investments
• Structuring the investment vehicle
• Tax sensitive provisions
• Internal management
• Relationships among the members of the general partner
• Exit strategies and execution
• Compliance with securities laws
• Fund of funds investments
• Offshore markets
• Secondary market transfers

Our practice also involves the representation of venture capital funds, private equity funds, hedge funds, and other investment funds and institutional investors in connection with formation, structuring and issuance of securities.

The Firm has experience providing advice to investors with respect to structuring investment vehicles to optimize their particular tax and investment goals, including funds structured as partnerships, trusts, corporations and limited liability companies.

Emerging Growth Companies

As our emerging company clients move through their life cycle, we assist them at every step of the way. We have familiarity with clients of every size, from start-up to the Fortune 100. Drawing on the considerable strengths of our other practice groups, we assist clients as they face challenges and make decisions regarding issues related to matters such as securities law, mergers and acquisitions, labor law, tax law, employee benefits, environmental regulations, creditors' rights and real estate law.

From start-up and development through mezzanine stages, initial public offering and post-initial public offering, we provide a full range of services, including:

• Corporate organization
• Establishment and structuring of operations, both foreign and domestic
• "Seed" financing
• Tax-advantaged structuring
• Equity and/or debt financing
• Bank financing
• Private placements
• Securities matters
• IPOs
• Sarbanes-Oxley compliance
• Lease transactions
• Employment agreements
• Executive and employee compensation, including stock option plans
• Protection of global intellectual property rights
• Research and development contracts
• Licensing and distribution
• "Senior partnering" and "strategic alliances"
• Joint ventures and reorganizations
• Mergers, acquisitions and purchases and sales of assets
• Restructurings
• Comprehensive regulatory advice regarding areas such as domain names, content liability, privacy, consumer and data protection, spamming, framing, and digital signature authentication

Exit Strategies and Execution

Kelley Drye attorneys are intimately involved in assisting our clients in formulating and implementing strategies for optimal exit, whether by merger, sale, strategic alliance, leveraged recapitalization or public offering and subsequent sale or distribution of portfolio securities. Because we have extensive experience in representing both portfolio companies and investment funds, we understand the motivations and the protections needed and desired by parties on both sides of those transactions and in formulating and structuring contractual controls and/or flexibility in the documents which evidence an investment.

Our Approach to Client Service

Our group helps investment funds and entrepreneurs identify and resolve business issues, determine the optimum business structure for making deals work, and accomplish clients' goals, all in a common-sense, cost-effective way. In seeking legal counsel, established investment funds and entrepreneurs need creative attorneys who can find efficient, innovative solutions to their legal problems. Our clients expect — and receive — practical business approaches and proactive analysis in addition to document drafting and review.

For further information about Kelley Drye's Private Equity Practice Group, please contact:

John T. Capetta
(203) 351-8022
jcapetta@kelleydrye.com