Private investment funds specialist representing fund sponsors and institutional investors on fund formation, complex secondary transactions, seed investments and related regulatory matters.
Biography
Stephen Culhane is a partner in the Firm's Mergers & Acquisitions practice group and a private investment funds specialist in our New York office. He advises clients on a broad spectrum of private investment fund formation, investment management, and corporate matters. He has extensive experience representing the sponsors, managers, and distributors of various private investment funds, including private equity, real estate, hedge funds, and funds of funds. Additionally, he represents select institutional investors in private funds, negotiating primary and complex secondary investments.
Mr. Culhane routinely assists management teams with the formation or restructuring of investment management firms and advises clients on investments in, or acquisitions and dispositions of, such firms. His recent work includes advising on the structuring, formation, and operation of special situation and distressed investment funds, venture capital, U.S. real estate opportunities, and specialty finance fund products for global financial institutions and leading private fund managers. He also has extensive experience negotiating complex secondary transactions involving portfolios of fund and/or direct investments, as well as fund restructuring transactions.
Mr. Culhane has been recognized repeatedly in Chambers USA as a leading practitioner in fund formation, as well as in The International Who's Who of Private Funds Lawyers, The Expert Guide to the World's Leading Private Equity Lawyers and the New York section of the Best Lawyers in America guide. He is a member of the Association of the Bar of the City of New York Private Funds Committee, one of the leading private investment fund groups in New York, served as a member of the board of trustees of the Brooklyn Historical Society, and of the Metropolitan Waterfront Alliance. Mr. Culhane has focused on private investment funds since the early 1990s and is a frequent speaker on issues relating to private investment funds.
Previously, he served as Associate General Counsel of Goldman Sachs and the Legal Director to Goldman Sachs Asset Management's Private Equity Group, where he served as the senior lawyer responsible for covering GSAM's private equity funds and direct hedge funds.
Mr. Culhane attended New York University School of Law, where he was Associate Editor of the New York University Review of Law and Social Change.
Experience
Fund Formation
- Represented emerging manager with respect to seed investment transactions and the formation of the largest first-time fund organized to invest primarily in general partner-led continuation vehicles.
- U.S. registered investment adviser with respect to the formation and/or operations of numerous funds, including:
- a €300 million Euro-denominated European real estate private equity fund organized as an English partnership;
- a series of co-investment funds organized to provide equity financing for the acquisition of industrial real estate properties in the greater Manchester, England metropolitan area;
- a series of co-investment funds organized to provide equity financing for the acquisition of a mixed-use business park in southern England;
- a series of co-investment funds organized to provide equity financing for the acquisition of a number of commercial real estate properties in England;
- a US$150 million U.S. real estate private equity fund;
- the formation of a multi-billion dollar hybrid special situations and credit opportunity fund and related investment vehicles; and
- representation of multi-billion dollar distressed investment and credit opportunity fund organized as Cayman Islands master-feeder.
- China-based private equity firm in the structuring, establishment and marketing of a US$2.5 billion private equity fund, organized as an exempted limited partnership established in the Cayman Islands. At the time, the fund was the largest China-dedicated private equity fund raised.
- U.S. based investment adviser with respect to the formation of a US$1.3 billion fund organized to invest in "continuation vehicles" organized to invest in "GP-led" secondary transactions. The fund was the largest first-time fund ever organized to invest in secondary transactions. The team has also assisted the manager with the formation of three co-investment funds.
- Privately held NY-based investment manager in the formation of a US$250 million U.S. domiciled private equity fund.
- Canadian investment manager with respect to the formation of a private equity fund organized to invest in energy opportunities in Canada and the United States.
- NY-based investment manager in the formation of special situations investment funds organized to invest in distressed and special situations credit products.
Institutional Investors
- Major U.S. private equity fund of funds complex with respect to primary investments in over 140 private equity funds, representing in excess of US$8 billion of capital commitments.
- Large non-U.S. governmental investment firm with respect to investments in a range of U.S. and non-U.S. real estate and real estate related investment funds.
- Major non-U.S. private equity fund of funds complex in connection with multiple fund investments, co-investments, and regulatory (including ERISA) matters.
- Major U.S. pension plan and its affiliates with respect to more than 60 investments representing in excess of US$6 billion of committed capital.
- University endowment with respect to more than 125 private fund investments and related transactions.
- Major global financial institution with respect to:
- the sale of a European private equity co-investment portfolio to a large private equity secondaries firm—this transaction was structured as the sale of a subsidiary holding company that owned interests in 17 co-investment vehicles organized to invest in leveraged buyout transactions located primarily in Europe; and
- the sale of a private equity portfolio organized to invest primarily in Asia—the transaction required the restructuring of a complicated and long-standing business relationship between the seller and the manager of the private equity fund manager.
- U.S. corporation in the administrative reorganization of its employee benefit plan investment portfolio. The reorganization involved the transfer of more than 240 alternative investment fund interests (including interests in open-ended hedge funds and real estate investment trusts as well as closed-ended private equity and real estate funds) from three employee benefit plan trusts to a newly formed group trust.
- Two private fund managers with respect to the acquisition of a portfolio of interest in approximately 100 distressed hedge funds and related formation of syndicated fund acquisition vehicle.
- University endowment with respect to multiple dispositions of private equity fund investments.
- Major U.S. private equity fund of funds complex with respect to negotiated secondary and synthetic secondary investments in more than 200 private equity funds. Transactions include private equity team and portfolio lift-outs and stapled secondaries acquired from, among others, U.S. and non-U.S. financial institutions, and acquisitions of private equity direct portfolios.
Regulatory and Transactional Matters
- Fund of funds complex with respect to the purchase of interests in continuation fund vehicles.
- Non-U.S. tax exempt investor with respect to the sale of a US$500 million portfolio of private equity fund interests.
- Non-U.S. tax exempt investor with respect to the sale of a US$350 million portfolio of private equity fund interests.
- Major non-U.S. financial institution with respect to the successful request for no action relief from the substantive provisions of Part 4 of the U.S. Commodity Exchange Act, as amended, with respect to activities of certain U.S. subsidiaries of the non-U.S. parent and its affiliates.
- Numerous financial institutions and investment management firms with respect to U.S. Investment Advisers Act, Investment Company Act, and Securities law matters.
- Privately held investment firm with respect to the acquisition of, and regulatory matters relating to, a registered investment adviser with assets under management in excess of US$3 billion from a principal subject to ongoing SEC sanctions.
- Private equity investment management team in connection with the negotiation and spinout of the private equity funds business from a publicly traded investment bank; and negotiation and documentation of related management services agreements with, and regulatory compliance obligations of, the newly formed investment manager and the legacy employer.
Best Lawyers for Leveraged Buyouts and Private Equity Law, NY (2007 – 2025)
Best Lawyers for Private Funds/Hedge Funds Law, NY (2007 – 2025)
Recognized by Who's Who Legal for Private Funds – Formation (2007 – 2025)
Recognized by Expert Guides for Banking, Financial and Transactional Law: Investment Funds and Private Equity, New York (2005 – 2024)
Investment Funds: Private Equity, Fund Formation, USA, Chambers Global (2009 – 2017)
Investment Funds: Private Equity – Fund Formation, Nationwide, Chambers USA (2005 – 2016)
Investment Funds, The Legal 500 UK, 2014