Sidley has a premier, global practice in structuring and advising investment funds and advisers. The
Investment Funds practice group serves virtually every type of investment fund and investment manager,
as well as many other market participants. The group has approximately 130 corporate, securities and
derivatives lawyers dedicated to investment funds, investment management and derivatives work
worldwide, with lawyers practicing in New York, Chicago, Boston, Los Angeles, San Francisco, London,
Munich, Hong Kong, Singapore, Shanghai and Tokyo.
We have substantial experience organizing and advising with respect to: funds registered under the
Investment Company Act of 1940 (mutual funds and registered closed-end funds); hedge funds
(specializing in all investment strategies and instruments, including debt, equity, derivatives, foreign
currencies, commodities, structured finance securities and combinations of the foregoing); commodity
pools; exchange-traded funds (ETFs); private equity and venture capital funds; real estate funds and
REITs; hedge fund and private equity funds of funds (both unregistered and registered under the
Investment Company Act); business development companies; and employees’ securities companies. Our
advice also covers the broad scope of legal and compliance issues that are faced by funds, their advisers
and their boards under the laws and regulations of the various jurisdictions in which they operate. In
particular, we advise our clients regarding complex federal and state laws and regulations governing
securities, funds and advisers, including the Dodd-Frank Act, the Investment Company Act, the Investment
Advisers Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity
Exchange Act, the USA PATRIOT Act and comparable laws in non-U.S. jurisdictions. We are also often
asked to analyze and resolve issues regarding the availability of an exemption or other basis for avoiding
registration under the Investment Company Act or the Investment Advisers Act.
On behalf of our investment manager clients, as well as banks, broker-dealers, corporations and clearing
firms, we advise on a broad array of derivatives and structured transactions, including structured notes,
swaps, options, futures, forwards, and repurchase and reverse-repurchase transactions. In providing these
services, we liaise with derivatives lawyers on other teams throughout the firm. We also provide a broad
range of counseling on securities and derivatives regulatory matters, including counseling exchanges,
clearinghouses, brokers and traders with respect to the regulation of OTC and exchange-traded
derivatives. Our practice brings us into frequent contact with the departments of government, regulatory
agencies and exchanges that supervise the securities and derivatives markets.
Sidley represents its investment fund clients on investments in debt of all types, including distressed
structured products. In addition, we advise clients on legal issues related to the purchase and sale of loans
and securities of distressed and bankrupt companies, including accounts receivable, trade claims and bank
debt, both domestically and in Europe.
The principal strengths of our practice are our substantive breadth and geographical reach. We believe
that we are one of very few firms that is capable of serving clients with in-depth coverage in each and every
substantive investment management, fund and derivatives discipline in the United States, Europe and Asia.
Our Capital Markets team includes more than 290 lawyers around the globe located in key international
financial and industry centers including New York, Chicago, Houston, Los Angeles, Palo Alto, San
Francisco, Beijing, Hong Kong, London, Singapore, Shanghai, and Sydney. We represent issuers,
underwriters, and other financial intermediaries in structuring and executing securities transactions and
disclosure matters in all of the world’s major financial markets. Our lawyers are qualified to practice law in
the United States, England and Wales, Hong Kong, and Japan, and regularly work on matters involving the
securities regulators and the securities exchanges in those markets.
In the United States, Sidley has local experience with nationwide reach. Capital markets lawyers in our
Chicago, Dallas, Houston, Los Angeles, Palo Alto, and San Francisco offices enhance our ability to offer
global clients seamless nationwide and cross-border support, and synergy with other geographies and
In today’s interconnected world, multinational companies, governments and trade associations face an
increasingly complex legal and regulatory terrain, often generating high-stakes disputes. Clients around the
world depend on us to help them navigate the intricate web of rules and contracts that govern commerce in
order to harness business opportunities and mitigate risk. We have a strong track record of success as
global advocates in delivering a full range of creative solutions to the challenges our clients face.
Perspective That Spans Borders
We are a diverse group of global advocates, with in-depth knowledge of the law, practice and culture of the
jurisdictions and fora in which we practice. Operating from the United States, Europe and Asia, we work as
a tightly integrated team of practitioners with different cultural and legal backgrounds and broad language
capabilities. With strong advocacy skills and a perspective that spans borders, we provide the highest level
of representation whatever the governing law, forum or subject matter.
Clients rely on us to deliver sophisticated interdisciplinary solutions to strategically important challenges.
Where appropriate, we pursue coordinated, multi-front strategies, combining as needed commercial
arbitration, investment treaty arbitration, international trade and World Trade Organization proceedings,
court proceedings in multiple jurisdictions and government relations strategies. We work closely with our
team of in-house economists to develop rigorous financial analyses, while bringing to bear legal, industry
and government experience from across our firm.
Through the hands-on leadership of our practitioners, we bring an incisive and results-oriented approach
to all our clients’ matters. Drawing on years of experience, we focus on early identification of the key issues
and development of focused strategies to address them. This enables us to direct the right resources to
where they will have the greatest impact and achieve our clients’ objectives in an efficient and expeditious
Sidley is one of only a few global law firms to have a substantial, multidisciplinary practice group dedicated
to serving the insurance and financial services industry. We have nearly four decades of experience and a
team of 85 lawyers devoted to providing transactional and regulatory advice to participants in the industry,
including many of the largest U.S. and international insurance and reinsurance companies, intermediaries,
private equity firms, banks and regulatory agencies. In addition, as part of a full-service law firm, we can call
upon the resources of experienced lawyers from our many offices around the world in a variety of other
practice areas, including securities, global finance, tax, financial institutions regulatory, healthcare,
commercial litigation and employee benefits.
TAXSidley’s tax practice includes more than 60 tax lawyers, including 30 partners, located across the U.S. and
Europe. Our team combines deep industry knowledge and technical excellence with a practical perspective
to provide clients with tax services in multiple jurisdictions. Our lawyers work seamlessly to help clients
navigate the tax implications of an ever-evolving business and legal environment around the world.
What sets Sidley apart is the diversity of our tax capabilities, enabling us to assist our clients in a wide
range of areas that often converge. Sidley is recognized as one of the premier tax practices in investment
funds, capital markets, M&A, private equity, insurance, real estate investment trusts (REITs), and
securitization and structured finance. We also offer tax advice in other areas including bankruptcy and
corporate restructurings, derivatives, joint ventures, tax planning, legislative and regulatory developments,
and state and local tax matters, as well as thoughtful and experienced representation in obtaining rulings
and other guidance from tax authorities. We pride ourselves on providing well-thought-out advice in a
manner that is timely, efficient and reflects our clients’ business objectives.
Sidley’s Federal and State Tax Controversy practice provides thoughtful and experienced advocacy on
behalf of clients in federal, state and local tax disputes nationwide. We represent clients at all stages of the
administrative process, from audit through administrative appeal and post–appeals mediation, and at every
judicial level, from federal and state trial courts to the United States Supreme Court.
Two particular focuses of our practice are advising clients during the planning of transactions and before
audits commence so that their case is “audit-ready” and favorably resolving disputes without litigation,
whenever it is possible and in the client’s best interests. By working to resolve disputes at the earliest
possible stage, we are often able to reach favorable outcomes for our clients without the additional costs,
distraction, and publicity that necessarily accompany any formal tax litigation. At the same time, we
understand that some disputes cannot be resolved consensually. In litigated matters, we bring to bear a
team of experienced tax litigators who understand both the substantive tax issues and how to present a
Sidley’s Tax Controversy lawyers have an in-depth understanding of tax matters arising in controversies
affecting a broad array of industries, including the banking, financial products, hedge fund, heavy
manufacturing, food processing, insurance, telecommunications, transportation, entertainment, and utility
industries. Likewise, we have significant experience with many of the issues on which the Internal Revenue
Service (IRS) and state and local taxing authorities currently focus their resources. On the federal side
those include debt/equity issues, the determination of ownership of property, the domestic production
deduction under Section 199, capital versus expense classifications, losses from trading in securities and
commodities, inter-corporate transactions and consolidated returns, international inter-company
transactions and structures, economic substance and business purpose, tax credits, valuation questions,
transfer pricing, and placed-in-service date disputes. We have also handled cases involving tax shelters,
accounting methods, and promoter registration. With respect to state and local controversies, our
experience extends to a wide range of income, capital, and transactional tax issues. For income and
business activity taxes, those issues include the composition of a combined group, add-back of
intercompany expenses, business and non/business income characterization and expense attribution, fair
apportionment, receipts-factor sourcing, the taxability of proprietary investing, and credit syndication
transactions. For transaction taxes, our experience includes such issues as the characterization of
transactions, the scope of statutory and case-law exemptions, purchase price allocations, cloud-based
computing services delivery, commercial aircraft acquisition and leasing, software development,
deployment, and operation, information services price allocation, telecommunications services (including
bundled services), and local sourcing issues.