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Volcker Rule Playbook

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Volcker Rule Playbook Volcker Rule Play Book Volcker Rule Task Force Weil, Gotshal & Manges LLP Our Team Knows the Drill Financial industry leaders and innovators have long sought Weil’s perspective across multiple disciplines because we offer sound judgment and actionable advice, not a catalogue of “if/then” responses that leave the hardest questions unanswered. Our comprehensive understanding and practical experience with US financial industry regulatory reform, international frameworks such as Basel II and III, and the private equity industry at large provide clients with a “big picture” perspective, as well as an appreciation for the complexity of thought needed to resolve their toughest challenges. Weil’s Volcker Rule Task Force combines the skills, knowledge, and experience most needed by fund managers and bank executives in tackling the complex challenges of Dodd-Frank Act §619 (“Volcker Rule”) and its implementing rules targeting proprietary trading operations, merchant banking arms, and embedded fund management teams. Our one-stop, comprehensive solutions draw upon: n deep transactional and financial M&A experience; n market-leading private equity and fund formation teams; n extensive financial regulatory expertise, including former regulators, senior banking industry executives, and Washington policymakers. Weil’s multidisciplinary team provides clients with strategic counsel in con- nection with the decision (i) to retain their existing fund businesses and to form new fund businesses in compliance with applicable regulations or (ii) to smoothly transition fund businesses in spin-out and “forced sale” situations created by new financial regulations. Retention of Fund Businesses Divestiture of Fund Businesses n creative solutions to retaining n extensive experience with sales of fund operations, including fund sponsorships, businesses, including secondary sales of investments in funds and managers and fund interests co-investment arrangements n provide counsel in connection with n regulatory carve-outs for international “public capital” alternatives, including the funds sponsored by non-US financial creation of publicly-listed private equity institutions funds and management companies n incorporating conformance periods into n industry-leading experience solving overall compliance strategy complex tax issues encountered in the formation of private investment funds and n regulatory and litigation issues arising from employee leveraged co-invest sales of fund businesses vehicles upon sale of fund business Practice Discipline Highlights Mergers & Acquisitions Weil has one of the premier financial services mergers & acquisitions practices in the country, regularly representing asset managers, financial institutions, and investment funds in M&A transactions. Our team has extensive experi- ence in buying and selling the full range of financial services companies and financial assets, including the divestment of investment funds by banking institutions. Private Equity Our Private Equity practice group delivers market-leading intelligence and innovative legal approaches that provide clients value in the formation and ad- ministration of funds as well as in all manner of deal execution, from buyouts to minority and growth capital investments. Our 200-plus private equity law- yers have helped leading funds at every stage of development and operations and have done so on a global basis. Fund Formation & Administration Weil represents prominent private investment fund sponsors and managers in the formation of a broad range of fund types and sizes with varied investment and geographic targets, including buyout funds, real estate funds, infrastruc- ture funds, distressed debt funds, special situation funds, mezzanine funds, hedge funds, secondary funds, and funds of funds. We have counseled bank and fund clients in connection with “forced sale” situations due to regulatory constraints and commercial exigencies. Financial Institutions Regulatory Headed by a former senior banking industry executive and regulator, Weil’s bank regulatory practice group represents clients before the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Treasury Department, and US state banking departments in connection with all relevant financial laws and regulations, including those pertaining to systemically important financial institutions, “living wills,” proprietary trading, contingent capital requirements, and bank M&A, among other areas. In Focus: Spin-Outs/Divestments Lawyers currently practicing at Weil have handled numerous spin-out transactions for major financial institutions and fund managers. Weil lawyers represented Avista, a management Lawyers currently at Weil represented CCMP Capi- team comprised of investment professionals of DLJ tal in connection with its spin-out from JPMC and Merchant Banking (DLJMB), the private equity arm the related stapled synthetic secondary sale of a of Credit Suisse, in connection with their separation portion of JPMC’s proprietary investment portfolio, from Credit Suisse and the negotiation of a consult- while also representing CCMP in connection with ing agreement pursuant to which such investment the sub-advisory arrangement pursuant to which professionals would continue to provide advice CCMP continues to manage certain investment in connection with DLJMB’s then-existing private on behalf of JPMC, and the negotiation of the equity funds. arrangements pursuant to which CCMP manages the new capital committed by secondary buyers to purchase a portion of JPMC’s proprietary invest- ment portfolio. The spin-out secondary sale – and first closing of its new fund – involved in excess of $10 billion. Weil currently represents the estate of Lehman Brothers Holdings Inc. (LBHI) and certain of its subsidiaries (Lehman) in connection with LBHI’s chapter 11 filing. As part of the administration of LBHI’s chapter 11 case, Weil represented Lehman when (i) it sold its limited and general partner interests in its venture capital fund in a second- Lawyers currently at Weil represented Irving Place ary market sale of the limited partner stake and Capital (IPC), the former private equity investing transferred the general partner stake in that fund arm of Bear Stearns, in connection with its spin-out to the management team; (ii) transferred the right from JPMorgan Chase (JPMC), representing the to manage its European mezzanine loan fund and IPC team in the formation of their new firm and its real estate funds to the respective management the negotiation of the transfer of the controlling teams; (iii) sold the right to manage its US mez- interest in the management company and general zanine real estate fund to a third-party buyer; and partner of the Funds. This spin-out was originally (iv) sold its general partner interest and the man- structured to include secondary auction/sale of the agement rights in respect of its merchant banking private investment fund interests (with Goldman as funds to the merchant banking management team, lead bidder); however, JPMC ultimately decided to in partnership with a third-party buyer. retain the investments but spin-out the team. Representative Private Equity & Fund Formation Clients n Advent International n The Gores Group n AXA Private Equity n JPMorgan Chase n Berkshire Partners n Lindsay Goldberg n Brookfield n Lion Capital n Capital Z n Macquarie n Credit Suisse n PAI Partners n GE n Providence Equity n Genstar n THL Partners n Goldman Sachs n UBS.
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