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Private Equity Forum 2013 (Fourteenth Annual)


Speaker(s): Amanda N. Persaud, Bruce L. Lieb, David A. Vaughan, David S. Allinson, Heather S. Cruz, Jennifer M. Cattier, John D. Amorosi, John R. O'Neil, Jonathan Kaufman, Kari K. Harris, Kenneth J. Berman, Laura S. Friedrich, Marco V. Masotti, Mark Lucas, Michael W. Wolitzer, Ross A. Oliver, Stephanie R. Breslow, Yukako Kawata
Recorded on: Jul. 8, 2013
PLI Program #: 43162

Mr. Allinson is the global Co-chair of the firm's Mergers & Acquisitions Practice and the former Co-chair of the Private Equity Practice Group and the New York Corporate Department.

Profile

Mr. Allinson has broad mergers and acquisitions experience, encompassing both public and private acquisitions, dispositions, carve-outs, tender offers, going-private transactions, co-investments, joint ventures and general corporate matters, including corporate governance and takeover defense.

Mr. Allinson primarily focuses his practice on the representation of private equity firms, including ArcLight Capital Partners, The Blackstone Group, Blue Road Capital, Carlyle Power Partners, Charterhouse Capital Partners, Columbus Nova Partners, Consonance Capital Partners, Irving Place Capital, One Equity Partners, Ospraie Special Opportunities Group, Panda Power Funds and Rhône Capital. He has also represented a wide range of public and private companies such as AMC Entertainment, AOL, Cogentrix Energy, Covanta Holding Corporation, Fermaca Global, Genband, Global Crossing, ING U.S., Metro-Goldwyn-Mayer, Moneyline Telerate, Noble Environmental Power, Opnext, Inc., PQ Corporation, Sabre Holdings, US Power Generation and Westcom Corporation.

Experience

Mr. Allinson's experience includes the representation of:

  • The Blackstone Group in its US$1.5 billion investment in Cheniere Energy
  • Dubai International Capital in its sale of MAUSER Group to Clayton, Dubilier & Rice for US$1.7 billion
  • Global Crossing in its US$3 billion stock for stock merger with Level 3
  • ING U.S. in its sale of private equity limited partnership investment interests to Pomona Capital
  • Chemlogics Group in its US$1.4 billion sale to Solvay USA Inc.
  • Screenvision Cinema Network, a provider of cinema advertising, marketing, and media solutions, in its sale to National CineMedia
  • Consonance Capital Partners in a number of transactions, including its acquisition of Enclara Health, its acquisition of The Keystone Peer Review Organization and its acquisition of excelleRx and PBH Holding
  • One Equity Partners in a number of transactions, including its investment in and sale of Moneyline Telerate, investment in and sale of Savvis Inc. equity, its sale of Westcom Corporation, its investment in Genband Inc., its carve-out acquisition of Nortel Networks carrier VoIP and Application business, its acquisition of Precision Gear, its PIPE investment in and subsequent sale of Clipper Wind Power, its acquisition of East Balt Inc. and its investment in and subsequent sale of Aligned Energy
  • US Power Generating Company in its sale to Tenaska Capital Management
  • Sabre Holdings in its US$5.4 billion take private sale to Texas Pacific Group and Silver Lake
  • Covanta Holding Corporation in its carve-out acquisition of Veolia Environment's US and Canadian- based energy-from-waste businesses
  • CCMP Capital Advisors and PQ Corporation in the US$1.5 billion sale of PQ Corporation to The Carlyle Group
  • The Goldman Sachs Group, Inc. and Cogentrix Energy, Inc. in a number of transactions, including the carve-out sale of 14 Cogentrix Energy power projects to Energy Investors Funds and the sale of Cogentrix Energy’s North American power generation assets and power projects development platform to Carlyle Infrastructure Partners
  • Highbridge Capital Management in the creation of a US$1 billion joint venture with Louis Dreyfus
  • Ospraie Special Opportunities Group in a number of transactions, including the creation of the Fermaca Global joint venture, Fermaca Global’s acquisition of Mexican pipeline assets, Fermaca Global’s development of the Chihuahua Pipeline and the sale of pipeline assets to Partners Group
  • Tunstall Healthcare, a unit of Charterhouse Capital Partners, in its acquisition of American Medical Alert Corp., a public company
  • AMC Entertainment, JP Morgan Partners and Apollo Management, L.P. in its acquisition of Loews Cineplex Entertainment Corporation
  • Opnext, Inc. in its stock for stock merger with Oclaro, Inc.

Education

JD, New York University School of Law, 1995

BA, Colgate University, 1992, magna cum laude; Phi Beta Kappa

Bar Qualifications

New York

Languages

English

Recognition Highlights

Recognized in the Financial Times 2013 US Innovative Lawyers Report for his representation of The Blackstone Group in its US$1.5 billion equity investment in Cheniere Energy Partners

Recognized for his work in private equity transactions in The Legal 500 US 2012 and 2008 guide, and Chambers USA 2009

Recognized as a leading lawyer in the 2008 IFLR 1000 guide

Listed as one of the leading dealmakers on Wall Street under 40 years of age. The New York Times, 2007


 


Kenneth Berman, a member of the Investment Management Group, focuses his practice on providing regulatory and compliance advice to financial services firms, particularly investment advisers and sponsors of mutual funds, private equity funds and other pooled investment vehicles. Mr. Berman also counsels mutual fund independent directors and advises operating companies concerning status issues they may face under the Investment Company Act of 1940. He is recognized as a leading lawyer by Chambers USA (2009-2015), where clients note that he is an “impressive” and “great” lawyer who offers “invaluable support throughout the decision-making process.” Mr. Berman is also recommended by The Legal 500 US (2012-2015).

Prior to joining Debevoise, Mr. Berman was Associate Director of the Securities and Exchange Commission’s Division of Investment Management, where he oversaw the division offices responsible for processing applications for exemptive relief under the Investment Company Act and administering the Public Utility Holding Company Act of 1935. He joined the SEC staff in 1988 after several years of private practice. Before becoming Associate Director in 1997, Mr. Berman was Assistant Director of the Division’s Office of Regulatory Policy.

Mr Berman is the co-author of numerous articles, including “What Will The “Eyes And Ears” Of The SEC Choose To See And Hear This Year? OCIE Announces Examination Priorities For 2015,” Vol. 16 No.2, Journal of Investment Compliance, (July, 2015); “Expense Allocation: The SEC Brings Down The Hammer,” Vol. 16 No. 1, Journal of Investment Compliance (May, 2015); “SEC Settles First “Pay-To-Play” Enforcement Action,” Financial Fraud Law Report (October, 2014); “Debevoise & Plimpton Discusses JOBS Act General Solicitations,” The CLS Blue Sky Blog (September, 2014); “Debevoise & Plimpton Discusses Treatment of Special Purposes Vehicles under the Advisers Act,” The CLS Blue Sky Blog (August, 2014); “Good News on ‘Bad Actors’,” PE Manager (March, 2014); “A Touch of Solace for Broker-Dealer Compliance Personnel,” Law360 (November, 2013); “Debevoise & Plimpton Discusses SEC’s Guidance on Supervisory Liability for a Broker-Dealer’s Compliance and Legal Personnel,” The CLS Blue Sky Blog (November, 2013); “Time For Private Equity To Focus On Form PF,” The Deal (June, 2012); “International Survey of Investment Adviser Regulation,” Wolters Kluwer (June, 2012) and “SEC Risk Alert Discusses When Social Media Interactions May Constitute Prohibited Hedge Fund Client Testimonials,” The Hedge Fund Law Report (April, 2012). 

Mr. Berman is a frequent speaker at conferences relating to investment company and investment adviser issues. He is a member of the Committee on Investment Management Regulation of the Association of the Bar of the City of New York and served as Chair of that Committee from 2009 to 2012. Mr. Berman is also a member of the American Bar Association (Subcommittee on Investment Companies and Investment Advisers, Subcommittee on Private Investment Entities) and the District of Columbia Bar. Mr. Berman is also an adjunct professor of law in Georgetown University’s LLM program.

Mr. Berman received his J.D. from the University of Chicago Law School, where he was a member of the Law Review, and his B.A. from Dickinson College, where he was elected to Phi Beta Kappa.

Education

  • University of Chicago Law School, 1979, J.D.
  • Dickinson College, 1976, B.A.

Bar Admissions

  • New York
  • District of Columbia


Amanda N. Persaud is Counsel at Wachtell, Lipton, Rosen and Katz in the Corporate Department.  Ms. Persaud is head of the private fund formation practice where she focuses on the organization, fund raising and operation of U.S. and international private investment funds, including private equity funds, hedge funds, fund-of-funds, secondary funds and other alternative asset classes such as real estate, special situations, mezzanine/distressed debt and “hybrid funds.”

Ms. Persaud has led numerous fund raises for prominent registered and unregistered U.S. and international sponsors.  She has significant experience advising sponsors in structuring and reorganizing private investment funds as well as assisting sponsors with their internal economic arrangements.  Ms. Persaud has negotiated and structured spin-outs of, strategic investments in, and sales of, alternative asset management businesses and regularly provides fund-related advice with respect to portfolio acquisitions and dispositions.  She has worked with a variety of investors such as foreign governments, endowments, foundations, pension funds, charitable organizations and other institutional investors. 

Ms. Persaud has been listed as a leading private funds lawyer in Law Business Research’s International Who’s Who of Private Funds Lawyers and Who’s Who of Business Lawyers and Legal Media Group’s Expert Guide to the World’s Leading Banking Finance and Transactional Lawyers and Expert Guide to Women in Business.

Ms. Persaud’s many speaking engagements have included serving on panels at International Bar Association conferences on private investment funds and private equity investments, Association of the Bar of the City of New York conferences on private investment funds and private equity, Practicing Law Institute private equity conferences, various industry forums and Wachtell Lipton client seminars.

Ms. Persaud’s many publications include Private Equity’s Pixie Dust: Carried Interest Arrangements Sixteenth Annual Private Equity Forum (PLI) 2015, a chapter on private equity funds in Investment Adviser Regulation (PLI 2009-2015), Private Funds – Recent SEC Enforcement Activity Fifteenth Annual Private Equity Forum (PLI) June 30 – July 1, 2014; 2013 Private Equity Year in Review The Harvard Law School Forum on Corporate Governance and Financial Regulation January 2014; Recent Regulatory Developments Affecting Private Equity Funds:  what it Means for Sponsors in Fourteenth Annual Private Equity Forum 2013; Chapters entitled Private Equity Funds: Legal Analysis of Structural, ERISA, Securities and Other Regulatory Issues in Investment Adviser Regulation (PLI, 3rd ed.) and Financial Product Fundamentals (PLI 2nd ed.).

Ms. Persaud is a member of the International Bar Association, Association of the Bar of the City of New York, including as a member of the Committee on Private Investment Funds, and New York State Bar Association and is a member of the Board of Directors of the Girl Scouts of Greater New York and a member of the Advisory Board of Third Way Capital Markets Initiative.  Ms. Persaud is admitted to practice in the State of New York. 

Ms. Persaud received her B.A. from Duke University and her J.D. from the University of Virginia School of Law.


Bruce L. Lieb is Managing Partner of Proskauer Rose LLP and a member of Proskauer’s private equity group.  Mr. Lieb formerly served as co-Chair of Proskauer’s Corporate Department and as a member of Proskauer’s seven-person Executive Committee.  Mr. Lieb concentrates his practice on private equity transactions, including the formation of private investment funds, institutional investments and mergers and acquisitions.  He represents sponsors of, investors in and placement agents for buyout funds, venture capital funds, real estate funds, infrastructure funds, funds of funds and hedge funds.

Memberships

Private Investment Fund Forum

Awards & Recognition

Best Lawyers "New York City Corporate Lawyer of the Year" 2013

Lawdragon "500 Leading Lawyers in America" 2007

Lawdragon "3000 Leading Lawyers in America" 2010

Best Lawyers in America 2007-2016

The International Who's Who of Private Funds Lawyers 2011-2014

US Legal 500: Investment Fund Formation & Management 2007-2010

US Legal 500: Mergers & Acquisitions: Private Equity Buyouts 2007

New York Super Lawyers 2010-2015

Related Practices

Private Investment Funds

Private Equity

Financial Services

Mergers & Acquisitions

Finance

Education

New York University School of Law, J.D., 1979
cum laude
Order of the Coif
 
Note and Comment Editor, New York University Law Review, 1978-1979

Polytechnic Institute of New York, MSCE, 1974

University of Pennsylvania, B.S., 1970

Bar Admissions

New York


David A. Vaughan focuses his practice on investment management, primarily private funds.

Following 18 years of private practice, Mr. Vaughan served from April 2009 until July 2011 as the senior private fund policy adviser in the U.S. Securities and Exchange Commission's Division of Investment Management in Washington, D.C. In that capacity, he advised on all aspects of legal and regulatory policy related to private funds. During that period, he played a leading role in advising on Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules implementing those provisions, the Volcker Rule, and the European Union Alternative Investment Fund Managers Directive, among other things.

Mr. Vaughan works with hedge funds, private equity funds, venture capital funds and unregistered traditional funds. He represents managers with respect to fund formation, distribution and compliance issues. He has also represented both insurance companies and fund sponsors with respect to privately placed and offshore variable insurance products.

Mr. Vaughan is an adjunct professor at the Columbus School of Law at The Catholic University of America where he teaches Securities Regulation: Private Equity and Hedge Funds. He was recently appointed to serve on the Board of Directors of the Managed Funds Association. In 2010, he received the U.S. Securities & Exchange Commission's Law and Policy Award, and the Federal Bar Association's Securities Law Committee's Philip A. Loomis, Jr. Award. Prior to joining the SEC staff, Mr. Vaughan was recognized as a leading lawyer for investment management by Chambers USA, a referral guide to leading lawyers in the United States based on the opinions of their peers and clients, and listed by Institutional Investor as one of the "Top 20 Hedge Fund Rising Stars." He is also a frequent speaker at industry conferences.

Mr. Vaughan graduated from Bowling Green State University (B.A., cum laude, 1987) and Georgetown University Law Center (J.D., cum laude, 1990). He is admitted to the District of Columbia and New York Bars.

 


Heather Cruz is a member of the firm’s Investment Management Group. She represents investment advisers and investment banks in connection with the structuring and distribution of U.S. and international private investment products, including multi- and single-strategy hedge funds, private equity funds, and hedge and private equity fund of funds, including traditional private equity, credit and trading strategies, and infrastructure strategies. She also advises clients on the establishment, operation and sale of investment adviser and broker-dealer businesses.

With respect to private investment funds, Ms. Cruz advises clients on a broad spectrum of legal issues and considerations relating to the establishment and operation of private investment funds marketed and operated on a global basis. She also represents institutional investors seeking to invest in private investment funds and in investment advisers.

In addition, Ms. Cruz has extensive experience providing regulatory advice to broker-dealers and investment advisers, including regarding compliance with various aspects of the Dodd-Frank Act, with a particular focus on the Volcker Rule. She also advises on a range of issues relating to U.S. Investment Advisers Act, the U.S. Investment Company Act, and the rules and regulations of FINRA.

Bar Admissions

New York

Education

J.D., New York University School of Law, 1995

M.B.A., New York University, Leonard Stern School of Business, 1992

B.S., University of Southern California, 1989

Associations

Member, Private Investment Funds Committee of the Association of the Bar of the City of New York

Selected Publications

"The Volcker Rule: A First Look at Key Changes," The Harvard Law School Forum on Corporate Governance and Financial Regulation, December 18, 2013

"The JOBS Act: Important Questions For Private Funds," Law360, March 7, 2013

"Consequences of the Dodd-Frank Act: New Private Fund Reporting Requirements," Corporate LiveWire, 2013

"Hedge Fund and Private Equity Fund Sponsorship and Investments Under the Proposed Regulations," Insights Special Edition: Dodd-Frank Rulemaking: Volcker Rule and SIFI Proposals, November 17, 2011

"OCC and FDIC Adopt Rules Regarding Retail Forex Transactions," Bloomberg Law Reports, October 31, 2011


Jennifer Cattier is a Director and Senior Counsel and the Head of Alternatives Legal for Deutsche Bank Asset and Wealth Management. Prior to that she was an Executive Director at Morgan Stanley in the Legal and Compliance Division, overseeing legal and compliance matters for private equity funds, hedge funds, and funds of funds. Prior to joining Morgan Stanley, Ms. Cattier was an Associate in the New York office of Sullivan & Cromwell. Ms. Cattier received her J.D. from Brooklyn Law School, summa cum laude, and a B.S. in Biochemistry from Trinity College. Ms. Cattier is admitted to the New York and Connecticut Bar Associations.


John Amorosi is a member of Davis Polk's Corporate Department, concentrating in mergers and acquisitions.

WORK HIGHLIGHTS

Mr. Amorosi has regularly acted for a number of strategic and private equity clients, and has extensive experience in the full range of M&A transactions, including acting for or on the following transactions:

Public Company M&A

  • CVS on its:
  • $26 billion combination with Caremark Rx
  • $9.6 billion consortium purchase of Albertson's
  • Morgan Stanley on its acquisition of Saxon Capital for $800 million

Private Strategic M&A/Auctions
  • Morgan Stanley on the sale of its:
  • Aircraft leasing business to Terra Firma for $2.5 billion
  • Retail asset management business to Invesco for $1.5 billion
  • RJR Nabisco on the sale of its international tobacco business to Japan Tobacco for $7.8 billion

Private Equity

  • GSCP and Advent on their $3 billion acquisition of TransUnion
  • General Atlantic and its portfolio companies on the $3 billion sale of Emdeon and the $1.5 billion sale of Qualicorp to Carlyle
  • Crestview on its $537 million purchase of Symbion
  • EBX on the $2 billion investment by sovereign wealth fund Mubadala Development Corporation
  • GP Investimentos on the acquisition of Fogo de Chao
  • GSCP, Corsair, Metalmark, MSCP, DLJMB and Tailwind on various other private equity transactions

Joint Ventures/Restructurings/Unconventional M&A Transactions

  • The New York Federal Reserve Bank on AIG
  • E*TRADE on a $2.55 billion transaction with Citadel Investments
  • Morgan Stanley on its investment banking joint venture with Mitsubishi UFJ Group in Japan
  • Cross-Border Transactions
  • ARM Holdings in its $1 billion acquisition of Artisan Components
  • CNOOC in connection with its attempted acquisition of Unocal for $18.5 billion
  • Cosan on its $12 billion joint venture with Shell
  • MMX on its splitup and $5.5 billion sale to Anglo American
  • EBX on a $2 billion investment by Mubadala

OF NOTE

Mr. Amorosi is listed as one of the leading M&A lawyers in both Chambers Global and Chambers Latin America, and one of the leading private equity lawyers in Legalease's The Legal 500 United States.
 
He is also a member of the Advisory Board of the Practical Law Company and has chaired PLI's Private Equity panel on a number of occasions.

PROFESSIONAL HISTORY

Partner, 2003-present
Associate, 1995-2003
Menlo Park office, 2004
London office, 1999-2001



Laura S. Friedrich is a partner in Shearman & Sterling’s Investment Funds Group in New York, with a concentration in private fund formation, structuring and compliance matters. Ms. Friedrich has extensive experience working with U.S. and international private equity, venture capital and hedge funds and their sponsors, with investments in the United States, Latin America, Eastern Europe, Western Europe, Africa, India, the Middle East and Asia. She has represented sponsors in a variety of asset categories, including buy-out, real estate, fund of fund, debt, energy, infrastructure, transportation and media. Ms. Friedrich also advises investors on the purchase of interests in private funds.

Ms. Friedrich graduated from the University of California, Berkeley (magna cum laude) in 1993 with honors in Economics, and from the University of Pennsylvania Law School in 1996.  She served as an Executive Editor on the University of Pennsylvania Law Review

Ms. Friedrich currently serves as a member of the Emerging Markets Private Equity Association’s Legal & Regulatory Council, and is a frequent speaker at private equity industry events.


Marco V. Masotti is a member of the firm’s Management Committee, deputy chair of the Corporate Department and co-head of the Private Funds Group. He is recognized as one of the country’s leading lawyers in the alternative asset management industry. Marco has a unique profile in the marketplace as an adviser to a wide variety of investment funds, including buyout funds, credit funds, hedge funds, hybrid funds, seed capital funds, infrastructure funds, real assets funds and funds of funds. He also advises on the full spectrum of investment management M&A transactions, including acquisitions, divestitures, majority and minority stake investments and spin-outs.

EXPERIENCE

Marco is among a handful of lawyers ranked by Chambers USA as a top practitioner in both the publication’s private equity and hedge fund categories. Who’s Who Legal ranks Marco as one of a select few ‘Most Highly Regarded Individuals’ for private funds. Marco has been featured by The Deal as one of the ‘Movers & Shakers’ in the industry, named by Crain’s New York Business to its annual “40 Under 40” list, and profiled by the New York Observer as one of New York’s top corporate lawyers. He is also highly recognized by The Best Lawyers in America, The Legal 500 and Who’s Who Legal, and is listed among the “Top 500 Leading Lawyers in America” by Lawdragon.

Marco represents some of the largest and most well-known alternative asset managers, including: Apollo; Avenue; Blackstone/GSO; Clearlake; General Atlantic; Harvest; Kohlberg, Kravis & Roberts; KPS; Oak Hill; Oaktree; Reservoir; Roark; ValueAct; Värde; and Wellspring. He acts also as an adviser to many founders and partners of alternative asset managers, including his recent representation of former Treasury Secretary Timothy F. Geithner in connection with his joining a major private equity firm.

Marco currently serves as Co-Chair of the Private Investment Funds Forum and Chair of the Private Investment Funds Subcommittee of the International Bar Association. He is the former Chair of the Committee on Private Investment Funds of the New York City Bar.

Marco was awarded a Fulbright Placement Award upon graduating from the University of Natal Faculty of Law.

EDUCATION

LL.M., University of Virginia School of Law, 1992

LL.B., University of Natal Faculty of Law, 1991 cum laude

B.A., University of Natal, 1988

CLERKSHIP

Hon. Albie Sachs, Constitutional Court of South Africa

RECOGNITIONS

The Best Lawyers in America; Chambers USA; Crain’s New York Business “40 Under 40”; The Legal 500; New York Observer “Power Punks”; Private Equity International  “One of the Most Influential of the Decade”; The Deal
“Movers & Shakers”; Lawdragon; Who’s Who Legal


Stephanie R. Breslow is a partner at Schulte Roth & Zabel, where she is also co-head of the Investment Management Group and a member of the Executive Committee. Her practice includes investment management, partnerships and securities, with a focus on the formation of liquid-securities funds (hedge funds, hybrid funds) and private equity funds (LBO, mezzanine, distressed, real estate, venture), as well as providing regulatory advice to investment managers and broker-dealers. She also represents fund sponsors and institutional investors in connection with seed capital investments in fund managers and acquisitions of interests in investment management businesses, and represents funds of funds and other institutional investors in connection with their investment activities.

Stephanie is a sought-after speaker on fund formation and operation and compliance issues, and also regularly publishes books and articles on the latest trends in these areas. She co-authored Private Equity Funds: Formation and Operation published by Practising Law Institute, contributed a chapter on “Hedge Funds in Private Equity” for inclusion in Private Equity 2005-2006 (PLC Cross-border Handbooks) and co- wrote New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions and New York Limited Liability Companies: A Guide to Law and Practice, both published by West Publishing Co.

Currently the secretary of the Investment Funds Committee of the International Bar Association, Stephanie is also a founding member and former chair of the Private Investment Fund Forum, a former member of the Steering Committee of the Wall Street Fund Forum and a member of the Board of Directors of 100 Women in Hedge Funds.

Stephanie was named one of The Hedge Fund Journal’s 50 Leading Women in Hedge Funds and is  listed in Chambers USA, Chambers Global, The Legal 500 United States, Best Lawyers in America, America’s Leading Lawyers, Who’s Who Legal: The International Who’s Who of Business Lawyers (which ranked her one of the world’s “Top Ten Private Equity Lawyers”), IFLR Best of the Best USA (Investment Funds), IFLR Guide to the World’s Leading Investment Funds Lawyers, IFLR Guide to the World’s Leading Women in Business Law (Investment Funds), IFLR Guide to the World’s Leading Private Equity Lawyers, and PLC Cross-border Private Equity Handbook, among other leading directories.

Stephanie earned her J.D. from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar, and her B.A., cum laude, from Harvard University.

Practices:

Financial Institutions Hedge Funds Investment Management Private Equity


Ms. Kawata is co-head of Davis Polk’s Investment Management/Private Funds Group. She advises clients on the formation and operation of private investment funds and other investment vehicles exempt under the U.S. Investment Company Act, including private equity funds, hedge funds, venture capital funds, fund of funds and funds investing in particular sectors or countries. She also advises clients on the establishment and operations of private fund managers, including private equity and hedge fund firms.

In the private funds practice, Ms. Kawata advises clients on the full spectrum of legal and marketing considerations involved in establishing private funds with diverse investment strategies that are marketed to investors on a worldwide basis, including institutional investors and high net worth individuals. She also advises fund sponsors seeking to establish “carried interest” plans and other profit-sharing arrangements for their employees, as well as various types of after-tax and phantom employee investment programs. In addition, her practice includes the representation of institutional investors seeking to invest in private funds, such as private equity funds, venture capital funds and hedge funds.

She advises numerous private funds and private fund sponsors and advisers as to the regulatory considerations applicable to their ongoing operations and investment activities, including compliance with the U.S. Investment Advisers Act and the U.S. Investment Company Act. Her practice includes compliance reviews of hedge fund managers and private equity fund managers under the Investment Advisers Act, as well as advice on the effect of a private fund’s investment activities on the ongoing operations of other businesses affiliated with the private fund. In addition, Ms. Kawata has obtained exemptive relief from the SEC for employee investment funds as “employees’ securities companies” under the Investment Company Act.

RECOGNITION

Listed as a leading private equity fund formation lawyer in several legal industry publications, including:

  • Band 1, USA: Investment Funds: Private Equity: Fund Formation – Chambers Global 2015
  • Band 1, Nationwide: Investment Funds: Private Equity: Fund Formation – Chambers USA 2015
  • Chambers Global: The World’s Leading Lawyers for Business
  • IFLR1000: Guide to the World’s Leading Financial Law Firms
  • Legal Media Group’s Expert Guide to the World’s Leading Private Equity Lawyers, Expert Guide to the World’s Leading Lawyers–Best of the Best and Expert Guide to the World’s Leading Investment Funds Lawyers
  • Legalease’s The Legal 500 (United States)

OF NOTE

  • Co-author of Advising Private Funds: A Comprehensive Guide to Representing Hedge Funds, Private Equity Funds and Their Advisers, West (2010-2014 ed.)
  • Co-author of “Get Ready for Tons of Paperwork,” Buyouts (February 14, 2011)
  • Frequent chair or panelist in a number of PLI, IBA and other conferences on various topics relating to private investment funds, including the Chair of the PLI Annual Private Equity Forum


John O'Neil is a corporate partner and leads the Firm's Private Funds Group. He is widely recognized as a leader in the field of private equity fund matters having advised clients on a wide range of on-going operational issues as well as extraordinary events involving private investment funds and their sponsors (e.g., "key person" events, investor defaults, spin-outs, zombie funds, valuation matters, conflicts, succession planning, strategic investments in fund sponsors and other significant transactions). Mr. O'Neil regularly represents both domestic and international sponsors of buyout, growth capital, distressed debt, energy, defense, technology, international private equity, mezzanine, credit opportunities and other global investment funds. Recommended as a leading practitioner in his field in many publications, Chambers Global and Chambers USA describe Mr. O'Neil as "top notch and he really understands the pulse of the market" and "smart and creative;" and state that clients appreciate that "you can ask him any question without prior notice and he will answer you as if he has prepared for hours."

Mr. O'Neil is a founding member of the New York Investment Funds Society, a group comprising New York City leading attorneys extensively advising investment fund sponsors. Furthermore, he is a founding member of the Firm's Crisis Management Group, which guides investment fund sponsors, advisory boards and other market participants through extraordinary events.


Mark Lucas is Vice President & Associate General Counsel of the Merchant Banking Division of Goldman, Sachs & Co. in New York. He also provides legal support to the Investment Banking Division's investment initiatives and in connection with other principal investments made by the firm. Prior to joining Goldman, Sachs & Co. in 2011, Mark was a Senior Associate in the Corporate, Mergers & Acquisitions I Private Equity Group of Fried, Frank, Harris Shriver & Jacobson, LLP in New York where he focused on the representation of both private equity firms and public and private companies in connection with private equity transactions,  mergers and acquisitions, financing transactions and other extraordinary corporate transactions as well as general corporate counseling, including with respect to securities laws and corporate governance matters. He began his legal career as a corporate transactional lawyer with Minter Ellison Lawyers in Melbourne, Australia.


Michael W. Wolitzer is a Partner at Simpson Thacher & Bartlett LLP where he is a member of the Corporate Department.  Mr. Wolitzer's practice focuses on private investing and other facets of "alternative asset management."  He has represented some of the largest and well-known sponsors of private equity funds, such as Apax Partners, Blackstone, Centerbridge, Lexington, JPMorgan/OneEquity, Patria and Silver Lake.  He has also represented sponsors in other asset categories such as real estate, mezzanine, energy/infrastructure and credit/distressed debt.  In addition, he has represented global financial institutions in the establishment of their employee investment programs, has been involved in a number of acquisitions of, and investments in, private investment firms, and has represented buyers, sellers and sponsors regarding the disposition of private fund interests.

Mr. Wolitzer is currently on the Editorial Board of the PLC Cross-border Private Equity Handbook.  He was previously the co-Chairman of the Subcommittee on Private Investment Funds of the International Bar Association and is a member of the Executive Committee (and former Chairman) of the Private Investment Fund Forum (a group comprising of New York City attorneys who practice extensively in the private fund area).  He has served on the Advisory Boards of the Private Equity Analyst (relating to its Survey of Private Equity Partnership Terms and Conditions), the Private Equity Investment Guidelines Group (www.peigg.org) and the Advisory Board of the Private Equity CFO Association.  In addition, he is currently on the Board of Directors of the Association to Benefit Children (www.a-b-c.org).

Chambers & Partners recognized Mr. Wolitzer in the top tier of Private Equity: Fund Formation lawyers in the United States in Chambers USA: America's Leading Lawyers for Business 2012 and in Chambers Global: The World's Leading Lawyers for Business 2012. He was also named a leading lawyer by The Legal 500 United States 2012 and IFLR1000 2012 and "Global Private Funds Lawyer of the Year" for 2013 by Law Business Research's International Who's Who of Private Funds Lawyers. Mr. Wolitzer was also recognized in Euromoney's 2010 Expert Guides and The Best of the Best 2012.

Mr. Wolitzer has served on panels at several industry conferences, including: "How to Negotiate Winning Partnership Terms and Conditions", "Best Practices in PPMs and Roadshows" and "How to Raise Money and on What Terms?" (Private Equity Analyst Conferences); "Consolidation of Private Fund Managers - Challenges and Opportunities', "Buying, Selling and Investing in Private Investment Fund Managers", "Negotiating Fund Terms and Conditions", "Employee Investment Arrangements", "The Push for Standards in the Private Equity Business", "Mergers and Acquisitions of Private Investment Firms", "Convergence of Private Equity and Hedge Funds" and "The Impact of Illiquidity" (IBA/ABA Conferences on Private Investment Funds); "Private Equity Funds:  Investment Constraints and Key Issues to Watch Out For" (City Bar Conference on Leveraged Buyouts and Other Private Equity Investments); "How to Effectively Manage Multiple Funds" "Current Issues Roundtable" and "Private Equity Funds: Partnering and Strategic Alliances" (IIR Conferences on Private Equity Fund Formation); and "The Regulation of Private Funds and Their Advisers" (Private Equity CFO Roundtable).

Mr. Wolitzer has been a partner at Simpson Thacher since 1998.  He received his A.B., magna cum laude, from Duke University in 1986, where he was elected a member of Phi Beta Kappa. Mr. Wolitzer received his J.D. from The Columbia University School of Law in 1989, where he was a James Kent Scholar (1987-1988) and a Harlan Fiske Stone Scholar (1986-1987, 1988-1989).


Mr. Jonathan Kaufman is a Managing Director at The Blackstone Group, Private Equity Group.  Mr. Kaufman leads the private equity group's global debt capital markets activities and also works across Blackstone’s investment and advisory businesses on credit and equity-related matters.  Mr. Kaufman joined The Blackstone Group LP in 2007 and served as its Vice President of Restructuring and Reorganization, where he advised a number of companies and lenders in their chapter ... 11 proceedings, out-of-court restructurings and special situation investments.  He was previously a Principal at the firm with its private equity group.  Mr. Kaufman served as a Manager of Mergers and Acquisition at Platinum Equity, where he evaluated and executed private equity investments in a wide range of industries.  He was an Analyst at Triene.  Mr. Kaufman has also advised an automotive company in managing its exposure to post-retirement employee benefits through the use of a VEBA trust and advised companies in the commercial real estate industry.  Mr. Kaufman received an M.B.A. from the University of Chicago’s Graduate School of Business, where he graduated with high honors and a B.A. in History from Amherst College, where he graduated magna cum laude.


Ross Oliver joined Crestview Partners in 2011. Mr. Oliver is Crestview’s General Counsel and is responsible for the firm’s legal and compliance functions. He has nearly 20 years of experience in private equity, mergers and acquisitions and tax as both a lawyer and a CPA. Mr. Oliver joined Crestview from Davis Polk & Wardwell LLP where he focused primarily on investment management and capital markets transactions and served as outside counsel to Crestview. Previously, Mr. Oliver clerked for federal district Judge Cecilia M. Altonaga and was a senior manager in the mergers and acquisitions group at PricewaterhouseCoopers LLP. Mr. Oliver received a J.D., summa cum laude, from the University of California, Hastings, M.S. in taxation from American University and B.B.A., summa cum laude, from Eastern Michigan University. Mr. Oliver speaks regularly at industry conferences on topics affecting the private equity industry. He is admitted to the bar of New York and is a member of the New York City Bar Association and the board of directors of the Private Equity Growth Capital Council.