Investment Management & Private Funds

Winstead counsels clients in all aspects of investment management and private funds—fund formation, advisor/manager mergers and acquisitions, portfolio transactions, regulatory and compliance matters.  We represent private equity fund managers, hedge fund managers, venture capital fund managers, traditional wealth managers, universities, family offices, and other privately held entities.

Led by Andrew Rosell, a former general counsel and chief compliance officer for a Texas-based hedge fund manager, Winstead’s team provides deep knowledge and seasoned industry experience over other law firms.

Winstead takes a multidisciplinary approach to client service, hand picking team members from our corporate, tax, real estate, ERISA and litigation practices, as needed, to provide clients with a well-rounded legal solution to their business objectives.  Understanding the client's business operations and objectives at the start of every transaction is a key success factor.

Winstead regularly represents buyers, sellers and advisers to private investment funds, such as hedge funds, private equity funds, venture capital funds, natural resources, and oil and gas funds.  Winstead frequently represents investors and managers in new and existing seeding investment arrangements.

Our attorneys help clients become more streamlined and efficient.  We assist with structuring and tax issues, ERISA concerns, regulatory scrutiny, platform acquisitions, purchase and disposition of add-ons and other fund assets.  Our regional rates allow for flexibility as we address our clients’ needs.

 “Quick Response to Meet Market Catalysts and Client Needs”

Client Issue: A client approached Winstead with a need to raise private capital to make a binary investment in the public markets.  The client believed the markets were presenting an imminent opportunity to invest in front of a significant change in economic conditions.  Time was of the essence.

Our approach: Winstead presented the client with a plan to structure and offer a private fund and solve regulatory requirements so that the client could raise capital quickly and in a regulatory compliant manner.

Outcome: The client was able to raise his target capital fast and on budget.  Our approach was to be nimble and offer constructive advice to meet the business needs of the client.

One active part of our practice focuses on representing emerging managers—assets under management ranging from $25 million to $200 million.  We are able to lend strategic counsel based on our experience and guide these clients through the unique set of challenges they face, such as, seed investor negotiations, broker negotiations (PB and ISDA agreements), creating business continuity procedures and implementing compliance programs.  We guide our clients through new and unique fund terms for new private equity and other fund launches.  As a result of our deep experience in different investment classes and cycles, we are often brought in to structure unique funds targeting special situations (e.g. binary outcomes or asymmetrical risk/return opportunities).

We utilize our broad depth of experience to represent institutional investors through their investment process including negotiating special terms and performing due diligence on private funds and managers.  These engagements are multifaceted and include both legal and strategic analysis and counseling.

Investment Management & Private Funds Snapshot of Strengths

Our services span the full range of client needs, including:

  • Fund Formation: Raising capital.  Seed Investments. Debt and equity financings for funds of all types.
  • Mergers and Acquisitions: Acquisitions and dispositions of investment management and advisor firms, portfolio companies, including bankruptcies and other distressed situations, liquidity transactions, financings and refinancings, and sales and changes of control transactions.
  • Operations: Day-to-day management, governance, SEC compliance, including registration and marketing restrictions, tax, ERISA, IP, HR and commercial contracts.

Additional experience includes:

  • Regulatory investigations and proceedings
  • Administrative hearings
  • Enforcement actions
  • Investor due diligence and scrutiny
  • Investor litigation
  • Compliance with the U.S. Advisers Act of 1940 and the U.S. Investment Company Act of 1940
  • Registered funds vs. Exempt funds compliance
  • Texas State Securities Board regulations

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