Private Equity

Private Equity: At Freeman, we help clients set the gears in motion to transform industry sectors—and to create value from calculated risk and insight.

• We join our clients in the trenches, navigating and evaluating risks, negotiating with intention, and recognizing that transactions are not zero-sum propositions—synergies and win-wins lie at the heart of getting to “yes.”
• Our tax attorneys assist private equity clients with sophisticated tax planning and tax strategies, including carried interest tax planning; SPACs; employing blocker fund structures; navigating international tax considerations, including Controlled Foreign Company (CFC) rules and Passive Foreign Investment Company (PFIC) rules; avoiding and minimizing phantom income; employing offshore parallel vehicles and hybrid entities; partnership taxation matters; and recapitalizations.
• Our tax attorneys have been recognized nationally and internationally, including being named to U.S. News and World Report’s Best Lawyers in America list, Super Lawyers, and recognized by Chambers & Partners as among the leading tax attorneys in the United States. Nearly one-third of our attorneys serve as law professors at tier-one law schools.

Capital is the lifeblood of our modern American economy.  It carries the capacity to move lives and markets forward.  We help private equity and fund clients set the gears in motion to transform industry sectors—and to create value from calculated risk and insight.

Freeman advises private equity firms, counseling funds and their portfolio companies throughout the investment life cycle.  Our private equity practice includes domestic and international fund clients, and our team maintains the capacity to represent clients in majority buyouts, minority investments, financings, spin-offs, acquisitions, and private transactions. We have assisted clients in highly sophisticated, unique domestic and cross-border transactions.

Much like our private equity clients, we aim to provide top-tier services through a lean and focused model, thorough diligence and execution, and hyper responsivity.  Our values include an institutional commitment to creativity and value creation.  And we are philosophically tethered to analytical rigor and mold breaking.

At the most practical level, our clients know that our default answer will never be “no.”  Instead, we commit to exhausting the potential avenues to get the job done.  We start from the premise that anything is possible; and we work to get you from where you are to where you want to be.

A Unique Firm for Unique Clients

Clients are not all the same.  And neither are law firms.  We are a purpose-driven, fundamentally integrated organization, not a random collection of JDs and doctorate holders.  And we are action-oriented, ready to deploy.

We maintain a boutique model by design.  And we are nimble and adaptive to change, values increasingly in demand in a fast-changing economy and evolving legal landscape.

Our attorneys bring big-firm talent, as well as a team- and can-do attitude to every representation. They bring think-tank intellectual capacity and a particular focus on tax and white-collar law.  Indeed, our firm originated from an institutional commitment to world-class counsel in complex taxation and white-collar representations and litigation, a commitment that has garnered national and international recognition:

• Freeman has been ranked by U.S. News and World Reports as a “Tier 1” law firm for tax law.  Our attorneys have been named to U.S. News and World Report’s Best Lawyers in America list, recognized by Chambers & Partners as among the leading tax and litigation attorneys in the United States, including for fraud representations, and recognized as the “Leading Tax Controversy Litigation Attorney of the Year” for the State of Texas.
• We have a depth of tax and tax litigation knowledge.  Our tax litigation attorneys include former IRS trial attorneys, former clerks to the Chief Judge of the United States Tax Court, tax law professors, dual-credentialed CPAs, and attorneys with advanced LL.M. tax degrees from the most prestigious tax programs in the nation.  One-third of our attorneys serve as law professors at tier one law schools, teaching tax law.
• We regularly take on the nation’s biggest litigation firm: The Department of Justice.  We bring a systematic approach to tax and white-collar litigation; and we are rewriting the odds in complex government disputes, one case at a time.

From Vision to Reality

Whether a virtual family office or a private investment firm, we help turn vision into reality.  We help clients set the gears in motion to transform industry sectors—and to create value from calculated risk and insight.

Legal, we believe, functions best as a collaborative member of a team with a shared goal, not a siloed function with veto power.  We bring business and life experience—factors that animate and optimize knowledge sets, a reality that translates to value.

Ultimately, we join our clients in the trenches, navigating and evaluating risks, negotiating with intention, and recognizing that transactions are not zero-sum propositions—synergies and win-wins lie at the heart of getting to “yes.”  While some firms approach every deal with the assumption that the other side is an opponent, we carefully evaluate the landscape, employing strategies that move the ball forward, not back.

World-Class Tax Counsel

Investors and fund managers generally share a number of common tax goals, including minimizing “phantom” income—that is, profit allocations that do not have a corresponding cash distribution.

In keeping with this goal, funds investing outside of the United States typically attempt to mitigate, if not avoid, U.S. anti-deferral regimes.  Historically, the two most notable regimes in this respect are the Subpart F rules applicable to U.S. shareholders of “controlled foreign corporations” (CFCs) and the “passive foreign investment company” (PFIC) regime.  In addition, the Tax Cuts & Jobs Act introduced another commonly encountered anti-deferral regime: global intangible low-taxed income (“GILTI”).

We help clients navigate and employ complex, tax-efficient investment vehicles.  From addressing unrelated business taxable income (UBTI) concerns, to tax minimization, international tax planning factors, carried interest pass-through and tiered structures, to Employee Retirement Income Security Act of 1974 considerations, we cover the waterfront on complex tax matters.

We Get the Job Done

Freeman serves as trusted counsel to clients in the private equity space, working with family offices, institutional investors, sovereign wealth funds, and private investment firms.  We are hyper focused; responsive; and battle-tested—client-focused problem solvers, steeped in a substantive knowledgebase gained from years of experience in the trenches, providing sophisticated representation.

We assist private equity clients across a spectrum of legal issues, including:

• Due diligence and compliance
• Deal negotiation and documentation
• Tax structuring
• Acquisition finance
• Corporate governance
• Management equity

We feature tax and accounting professionals with unique insight and experience providing legal, business, and accounting counsel.

We help client navigate mergers and acquisitions, from recapitalizations and exit transactions, debt financing, and management equity.  And we stand ready to steer fund formation and management, acquisitions, sales, and dispositions.

We represent private equity fund sponsors, setting a course across a spectrum of transactions and activities, including:

• Fund structuring and formation
• Capital formation
• Compliance with the Investment Advisers Act of 1940 and the Investment Company Act of 1940
• Investment adviser registration
• U.S. Securities and Exchange Commission (SEC) and state securities commission compliance