Investment Management

Robinson+Cole's investment management clients engage in an evergreen cycle of raising capital, investing capital, and harvesting those investments. In connection with this cycle, our lawyers act as advisers to private equity and venture capital firms and other fund sponsors, including financial institutions that, directly or as limited partners, provide debt and equity capital for private equity transactions. Our lifecycle relationships with our clients allow us to develop a deep understanding of our clients' businesses and investment objectives so we can tailor pragmatic solutions to often complex problems.

Our Services

We advise all types of funds and their sponsors, regardless of the geographic or industry focus, including traditional private equity funds, buyout funds, co-investment funds, hedge funds, mezzanine funds, real estate funds, and venture capital funds, with an emphasis on funds exempt from registration under the Investment Company Act of 1940. 

We work closely with sponsors to:

• Prepare offering materials

• Draft and negotiate partnership agreements, side letters, and management agreements

• Review subscriptions

• Provide ongoing compliance and reporting advice through and after the final closing

We provide experienced and sophisticated advice regarding the development and execution of investment and exit strategies, as well as the creation of value through acquisitions, divestitures, and innovative financing techniques. Our practical experience includes a broad array of transactions, including:

  • Asset and stock purchases
  • Mergers
  • Management and leveraged buyouts
  • Public-to-private transactions
  • Seed and venture capital investments
  • Follow-on acquisitions
  • All forms of exit transactions, including initial public offerings, recapitalizations, and sales and other dispositions to both strategic and financial buyers

As part of our comprehensive representation of fund sponsors, we advise clients on compliance issues associated with the increasingly complex regulatory regimes that apply to investment funds, including advice and guidance with respect to the registration of investment advisers and ongoing operations issues that arise under the Investment Advisers Act of 1940 and its related rules and regulations, as well as similar state regulatory regimes.

Our Team

Our investment management lawyers have decades of experience and contacts throughout the  industry. We have represented prominent sponsors in the formation of their funds, including some with commitments exceeding $1 billion.
 

    • Experience
      • Represented a large North American producer of specialty paperboard products in connection with: (i) a Canadian public offering and private placement to a limited number of qualified institutional investors in the United States of U.S. $363 million of common shares in a transaction meeting the requirements of Rule 144A through major underwriters; (ii) a contemporaneous private placement in the United States to various financial institutions, as lenders, of a U.S. $305 million senior secured term and revolving credit facility; (iii) a Cdn $200 million Extendable Credit Facility, U.S. $230 million Term Facility, U.S. $125 million Term Facility and Cdn $70 million Revolving Term Facility, on a cross-border, cross-collateral and cross-currency basis, proceeds of which were used to refinance certain of the senior secured and senior unsecured debt referenced above, which new credit facilities were secured by guarantees from Canadian and U.S. subsidiaries, and security agreements and mortgages on facilities and properties located in two Canadian provinces and five U.S. jurisdictions; and (iv) a private placement in the United States of $125 million senior unsecured notes with a group of U.S. insurance companies, which notes were placed through a major underwriter.
      • Represented, as special U.S. legal counsel, a New Brunswick, Canada, corporation, headquartered in Maryland, in connection initially with the private placement of common stock in the U.S. pursuant to applicable exemptions under the Securities Act of 1933 and applicable state securities laws and secondly, with the domestication of the corporation as a Delaware corporation. The corporation designs, manufactures and markets high performance data acquisition, simulation and communication systems for the aerospace industry and provides related engineering services.
      • Represented, as special U.S. legal counsel, a privately held real estate company owned by 37 of Canada’s largest institutional investors, in connection with the issuance and sale of mortgage bonds in a private placement (including Rule 144A resale provisions) with an insurance company.
      • Represented, as special U.S. legal counsel, of a majority owned subsidiary of a Canadian life insurance company, which subsidiary is registered in Canada as an investment counselor and is registered in the U.S. as an investment advisor, in connection with various U.S. securities compliance law matters, including reporting responsibilities under the Securities Exchange Act of 1934 with particular focus on the ownership of securities in U.S. portfolio companies.
      • Represented a large North American (Canadian) manufacturing company in connection with the listing of the company’s common stock on the New York Stock Exchange (NYSE) and the related registration of the company’s common stock on Form 20-F under the Securities Exchange Act of 1934.
      • Represented FuelCell Energy, Inc., the industry leader in the commercialization of carbonate fuel cell products for stationary power, in its acquisition of Global Thermoelectric Inc., a leading developer of solid oxide fuel cell technology, in an all-stock transaction valued at approximately US$80 million.
      • Represented, as special U.S. legal counsel, a Canadian, privately held real estate company owned by Canadian pension plans and managed by an affiliate of one of Canada’s leading real estate management firms, in connection with the private placement (including Rule 144A resale provisions) of Cdn. $120 million, 5.60% first mortgage bonds due September 1, 2013, with an insurance company, the proceeds of which were utilized to refinance existing debt, complete the balance of improvements to a shopping center located in the Province of Quebec and distribute a portion to the shareholders of the issuer.
      • Represented a leading fuel cell technology company listed on the Nasdaq National Market in connection with $240 million and $60 million follow-on public offerings of the company’s common stock.
      • Represented, as special U.S. legal counsel, a Canadian, publicly-held, real estate investment trust managed by an affiliate of one of Canada’s leading independent managers of alternative capital assets, in connection with the private placement (including Rule 144A resale provisions) of Cdn. $70 million, 5.37% first mortgage bonds due August 1, 2008, with two insurance companies.
      • Represented a publicly-traded computer outsourcing service provider in connection with a $60 million private placement of convertible participating preferred stock and common stock purchase warrants to a group of venture capital investors.
      • Represented, as special U.S. legal counsel, Canada’s largest food processing company, in connection with the private placement (including Rule 144A resale provisions) of U.S. $200 million of senior notes with investment funds under common management of a U.S. financial institution.
      • Represented a battery technology company listed on the Nasdaq National Market in connection with $27 million and $15 million follow-on public offerings of the company’s common stock.
      • Represented a privately owned corporation organized under the Laws of the Province of Nova Scotia, Canada, and one of the world’s largest providers of bottled water delivered directly to the residential and commercial markets, in connection with the registration with the Securities and Exchange Commission of US $100 million, 11½ percent Senior Subordinated Notes due 2007 and the Guarantees on a subordinated basis by the corporation's subsidiaries, which Notes and Guarantees were exchanged for a like principal amount of Notes and Guarantees sold in a private placement to qualified institutional buyers through BT Alex.Brown and NatWest Capital Markets Limited, and in connection with the corporation's periodic reporting obligations with the Securities and Exchange Commission under the Securities Exchange Act of 1934.

      • Represented sponsor in connection with the formation of an open-ended hedge fund, including parallel offshore vehicles, focused on investments in CLOs. 

      • Represented Oxford Bridge Management in connection with its various fund and internal governance agreements.

      • Represented Graycliff Partners LP in connection with secondary sales of interests in its portfolio companies. 

      • Represented RiverOak Investment Corp. in connection with the formation of a real estate fund focused on residential and mixed use properties in the New York City metropolitan area. 

      • Represented Factset, Inc. in connection with its capital commitment in a venture fund.
         

      • Represented Westport Capital Partners in connection with certain equity investments.

      • Represented Developing World Markets in connection with its various fund and internal governance agreements. 

      • Represented fund principal in connection with his separation from international infrastructure and energy fund sponsor.

      • Represented Enhanced Capital Connecticut Fund LLC and affiliated funds and Stonehenge Capital Fund Connecticut II, LLC and related funds in connection with Connecticut legal matters related to the sale of state tax credits.

      • Represented Greenwich Investment Management in connection with general matters, including matters under the Investment Advisers Act. 

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    • News
      • November 1, 2013

        Robinson & Cole Receives 34 First-Tier Metropolitan Rankings and Three National Rankings in U.S. News – Best Lawyers Survey

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          Robinson & Cole Receives 34 First-Tier Metropolitan Rankings and Three National Rankings in U.S. News – Best Lawyers Survey

          Robinson & Cole received 34 first-tier metropolitan rankings in the 2014 "Best Law Firms" list from U.S. News & World Report. The firm also received three national rankings, including Tier 2 rankings for Information Technology Law and Land Use & Zoning Law and a Tier 3 ranking for Real Estate Law.

          The rankings are presented in tiers, either on the national or metropolitan lists, by practice area. The 2014 national rankings cover 74 practice areas while the metropolitan rankings cover as many as 120 practice areas. Both rankings are based on surveys in which major clients and lawyers were asked to rate the law firms they consider best in their practice areas.
        • View article
      • August 16, 2013

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

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          Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

          Robinson & Cole was again recognized as having the highest number of attorneys in Connecticut selected by their peers for inclusion in The Best Lawyers in America© 2014 (Copyright 2013 by Woodward/White, Inc., of Aiken, S.C.). Across the firm's practice groups and offices, 56 attorneys were named to this year's list, including 48 in Connecticut and 2 who received the distinction for the first time.

          Additionally, three lawyers were named "Lawyer of the Year" for 2014. Judith M. Keppelman was named Hartford Trusts and Estates "Lawyer of the Year," Dwight H. Merriam was named Hartford Litigation - Real Estate "Lawyer of the Year," and James A. Wade was named Hartford Personal Injury Litigation - Defendants "Lawyer of the Year."

        • View article
      • November 7, 2012

        Robinson & Cole Receives 32 First-Tier Metropolitan Rankings and Four National Rankings in U.S.News - Best Lawyers Survey

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          Robinson & Cole Receives 32 First-Tier Metropolitan Rankings and Four National Rankings in U.S.News - Best Lawyers Survey

          Robinson & Cole received 32 first-tier rankings, across the cities of Hartford, Stamford, New London, Boston, and Providence, in the 2013 "Best Law Firms" list from U.S.News & World Report.

          The firm also received four national rankings, including Tier 2 rankings for Information Technology Law and Litigation-Construction, and Tier 3 rankings for Land Use & Zoning Law and Real Estate Law.

          The rankings are presented in tiers, either in the national list or metropolitan area, by practice area. The 2013 national rankings cover 80 practice areas, while the metropolitan lists cover as many as 118 practice areas. Both rankings are based on surveys in which major clients and lawyers were asked to rate the law firms they consider best in their practice area.
        • View article
      • September 14, 2012

        Ten Robinson & Cole Attorneys Selected as “Lawyers of the Year”

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          Ten Robinson & Cole Attorneys Selected as “Lawyers of the Year”

          Robinson & Cole LLP congratulates its 2013 "Lawyers of the Year" as designated by The Best Lawyers in America® (Copyright 2012 by Woodward/White, Inc., Aiken, SC).

          Those honored, and their area of practice, include the following:

        • View article
      • September 23, 2011

        Connecticut Law Tribune Publishes Article Analyzing Connecticut Supreme Court Case on Subrogation

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          Connecticut Law Tribune Publishes Article Analyzing Connecticut Supreme Court Case on Subrogation

          The Connecticut Law Tribune published an article written by business litigation lawyer Jeffrey J. White in the September 19, 2011, issue. The article appeared in the special section Connecticut Supreme Court 2011.

          Mr. White’s article, “Favorable Ruling For Product Manufacturers,” discusses developments relevant to the business community, including a recent product liability decision involving the malfunction doctrine and other decisions pertaining to arbitration and workplace injuries.

      • November 10, 2010

        Best Lawyers Names Five Robinson & Cole Attorneys as Lawyers of the Year, Most Chosen in the Hartford Community

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          Best Lawyers Names Five Robinson & Cole Attorneys as Lawyers of the Year, Most Chosen in the Hartford Community

          The Best Lawyers in America® (Copyright 2010 by Woodward/White, Inc., Aiken, SC) has named its 2011 "Lawyers of the Year," each of whom represents a significant practice area in a large legal community. Five Robinson & Cole LLP attorneys have received this designation in their respective practice areas, the most chosen from any law firm in the Hartford community. Those honored include the following:

          • Stephen E. Goldman, Hartford Insurance Lawyer of the Year
          • Edward J. Samorajczyk, Jr., Hartford Securities Lawyer of the Year
          • W. Richard Smith, Jr., Hartford Environmental Lawyer of the Year
          • Richard W. Tomeo, Hartford Tax Lawyer of the Year
          • James A. Wade, Hartford Bet-the-Company Litigator of the Year

        • View article
      • September 17, 2010

        Robinson & Cole LLP Receives Most Connecticut First-Tier Rankings in Inaugural U.S.News - Best Lawyers Survey

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          Robinson & Cole LLP Receives Most Connecticut First-Tier Rankings in Inaugural U.S.News - Best Lawyers Survey

          U.S.News & World Report and the Best Lawyers in America® 2011 (© 2010 by Woodward/White, Inc., of Aiken, S.C.) have released their Best Law Firms rankings for practice areas, and Robinson & Cole LLP has garnered the most first-tier rankings for metropolitan areas in Connecticut.
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      • June 30, 2010

        Bill Kelleher Outlines Regulatory Developments at the Securities and Exchange Commission

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          Bill Kelleher Outlines Regulatory Developments at the Securities and Exchange Commission

          Business litigation partner William J. Kelleher III’s article “Regulatory Developments at the SEC” is featured in the June/July 2010 issue of Executive Counsel magazine, a journal for general counsel, CEOs and CFOs at firms ranging from large cap to top-tier small cap companies.

          Mr. Kelleher outlines the SEC’s new policies for handling securities investigations and suggests the implications arising from policies and some strategies in addressing them for companies and senior business leaders and management. These include encouraging high level officials and other individuals to cooperate in SEC investigations, streamlined procedures for issuing subpoenas and quickly pursuing investigations, creating five new units in the Division of Enforcement to focus on priority areas, and new enforcement priorities. The latter include pay-to-play practices of investment advisers relating to pension funds, regulation under the FCPA of companies doing business with foreign countries, insider trading and hedge funds. To read the article click here. Reproduced with permission from Executive Counsel Magazine.

          Executive Counsel is published as a resource for company leaders and C-level decision makers and has a circulation of 45,000. The magazine’s mission is to explain how changes in laws and regulations affect business strategies. For more information visit: www.executivecounsel.info

    • Publications + Presentations
    • "2021 Investment Adviser" authored by Shant H. Chalian (2021)

      "Fund Valuations – A New Way to Keep Score" authored by Shant H. Chalian (5/13/20)

      "2020 Investment Adviser Update" authored by Shant H. Chalian (2020)

      "2019 Investment Adviser Update" authored by Shant H. Chalian (2019)

      "2018 Investment Adviser Update" authored by Shant H. Chalian (2018)

      "SEC Registered Investment Advisers—A Review of 2016 and a Look at What’s Ahead for 2017" authored by Shant H. Chalian (3/22/2017)

      "SEC-Registered Investment Advisers – Annual Compliance Requirements" authored by Shant H. Chalian (3/14/16)

      "Private Equity and Hedge Funds – What's Ahead for 2016?" authored by Shant H. Chalian (2/29/16)

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