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Mel Wheaton focuses his practice on representing private investment funds and privately-held operating companies.

He regularly advises venture capital, private equity and real estate funds in all facets of their operations, including fund formation, tax, governance, structuring, operational and regulatory matters.  His fund experience extends to both domestic fund and offshore funds.  In addition, he advises a number of privately-held companies, real estate property managers and family offices in matters involving asset acquisitions, financing activities, joint ventures, governance and structuring issues, strategic transactions and general corporate matters.

Mel has particular knowledge and experience with respect to all aspects of limited liability companies and limited partnerships and he often drafts or reviews sophisticated operating and partnership agreements on behalf of clients.

In addition, Mel has significant experience in the sports and entertainment field, as he has represented professional sports franchises from MLB, the NBA and the NHL in various transactions.

The secondary market for limited partner interests in venture capital funds has witnessed robust growth in recent years as an increasing number of existing venture fund investors seek an early exit from their positions for one reason or another (e.g., liquidity needs, portfolio rebalancing, end of their own term, etc.).  That demand for an early exit has been met by an equally robust growth in secondary capital looking to acquire existing interests at a discount.  For the most part, the secondary market has operated pretty efficiently as many venture funds

Continue Reading Withholding Requirements for Transfers of Venture Capital Fund Interests by Non-US Limited Partners

Provided that they meet certain criteria, venture capital funds are not required to be registered as an “investment company” by the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “Investment Company Act”). The Investment Company Act defines “investment company” to include any issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities. Venture capital funds would typically fall under this definition; however, most venture capital funds are

Continue Reading Venture Capital Funds: 3(c)(1) Funds vs. 3(c)(7) Funds