Family Office

Investment Funds

Gibson Dunn’s leading Investment Funds Practice Group advises family offices and high-net-worth individuals, as well as institutional fund sponsors and investors, on a wide array of funds and related transactions across all asset classes, providing an in-depth understanding of fund terms and innovative approaches to fund structures. Our Investment Funds practice is fully integrated with our transactional practices, offering clients’ seamless commercial advice across both fund formation and investment processes. Our global regulatory, compliance, and tax capabilities ensure comprehensive guidance on critical structuring and ongoing operational issues.

• Formation, structuring, and operation of family offices
• Transition from pure family office to investment management business for third-party capital
• GP seeding, GP stakes, and anchor LP arrangements
• Investment funds and investment transactions (both primary and secondary) across all asset classes

M&A / Private Equity

Private equity is a key component of family offices’ portfolios. Drawing on our representation of many of the largest and most active financial sponsors, sovereign wealth funds, and other investor groups around the world, Gibson Dunn has the depth of experience and insight to provide comprehensive advice and representation. Family offices that pursue M&A and private equity transactions with us benefit from our team’s sophisticated judgment, technical excellence, creative solutions, and extensive market knowledge. In close coordination with lawyers across other Gibson Dunn practice areas, we provide integrated services for our family office and high-net-worth individual clients, including:

• Due diligence and compliance
• Deal negotiation, documentation and execution
• Tax structuring
• Acquisition finance
• Corporate governance
• Co-investment and joint venture arrangements
• Minority investments
• Management equity and profits interests
• Post-acquisition matters
  • Business and financial restructurings
  • Add-on acquisitions
  • Leveraged recaps
• Private equity exit transactions, including public offerings

Tax

Tax

Our Tax Practice Group’s members leverage their deep knowledge and capabilities to advise clients on all types of transactions, providing a full range of tax services to investment funds, sovereign wealth funds, and other U.S. and non-U.S. entities. Of particular relevance to family offices, our Tax Practice Group offers tailored tax and structuring advice across a broad range of business transactions and investments, including:

• Taxable and tax-free mergers;
• Acquisitions, restructurings, and divestitures;
• Investment fund formation and operation;
• Infrastructure investments;
• Real estate acquisition and disposition;
• Cross-border transactions;
• Specialized investment vehicles, including master limited partnerships and real estate investment trusts;
• Tax credit utilization; and
• Tax advice for portfolio companies

Tax Controversy

Gibson Dunn’s Tax Controversy and Litigation Practice Group is led by renowned tax controversy and litigation lawyers with decades of experience advising taxpayers on their most significant and complex matters, including audits, appeals, and tax litigation in the United States (federal and state) and internationally. Our team handles a broad range of tax law issues, including:

• The tax treatment of in-bound and out-bound transfers and investments;
• Withholding taxes;
• Cross-border transfer pricing and foreign tax credits;
• Controversies arising under the Tax Cuts and Jobs Act;
• Partnership tax disputes arising under the procedural rules of the Bipartisan Budget Act and the Tax Equity and Fiscal Responsibility Act;
• Employment taxes, worker classifications, and employee benefits;
• The tax treatment of financial products, including method of accounting;
• Estate and gift taxes;
• Renewable energy credits and other business tax credits;
• Investigations and tax-related compliance for public companies and other regulated entities;
• Excise taxes;
• Franchise taxes;
• Exempt organization matters;
• Information reporting and related withholding provisions; and
• The tax treatment of blockchain and other digital asset transactions and structures

Real Estate

With real estate playing a significant role in many family office wealth management strategies—and with family offices serving as investors, operators, and lenders on sophisticated real estate, real estate development, and real estate M&A/finance strategies—Gibson Dunn’s Real Estate Practice Group supports these key interests across a broad range of areas. We represent clients that finance and invest in a wide array of asset classes and provide counsel on all aspects of those assets, including data centers, office, multi-family, for sale housing, single-family and build to rent, industrial, hospitality, shopping center, retail and mixed-use projects, including purchase and sale, M&A, leasing, financing, development, environmental, litigation, and tax matters. Our Real Estate Practice Group is further supported by the full scope of our firm’s legal capabilities, including corporate, bankruptcy, fund formation, environmental, and litigation, to advise in the following areas:

• Asset ownership, development, and management;
• Cross-border acquisitions, dispositions, development, and finance;
• Development, entitlement, land use, and environmental matters;
• Lending and other financing transactions;
• Workouts; and
• Mergers and acquisitions/take private transactions

Employment

Executive Compensation and Employee Benefits

Our Executive Compensation and Employee Benefits Practice Group provides family offices and other clients with comprehensive guidance on compensation and benefits matters. We deliver sophisticated counsel that balances business objectives with tax and other legal considerations. Key areas in which we advise include:

• Equity incentive compensation, carried interest and other long-term incentive compensation;
• Employment agreements;
• Bonus and other cash incentive plans;
• Retirement plans;
• Health and welfare plans; and
• Retention and separation arrangements

Labor & Employment

From family office executives and professionals down to the most routine and personal staff members, the employment relationship brings with it complex responsibilities and potential liabilities. Our Labor and Employment Practice Group is widely acknowledged as the leading labor and employment team, named “Employment Practice Group of the Year” by Law360 thirteen times—the most wins of any firm. Our team’s experience covers the full range of labor and employment matters that may present serious risk exposures to employers, including:

• Harassment, retaliation, and discrimination lawsuits;
• Executive termination and compensation disputes;
• Government investigations;
• Independent contractor misclassification cases;
• Trade secrets and noncompete disputes;
• Class and representative actions involving wage and hour, worker classification, discrimination, and other employment issues;
• Whistleblower matters;
• Workplace investigations;
• Major workplace safety matters;
• ERISA and employee benefits; and
• Advice and counseling on significant workplace policy and compliance matters, including internal DEI and compliance audits and artificial intelligence

Litigation & Dispute Resolution

As the acknowledged leader in litigation and dispute resolution, Gibson Dunn is well-equipped to handle virtually all private wealth disputes that family offices cannot resolve on their own. We act as trusted advisors to ultra-high-net-worth individuals, family offices, and trusts. Gibson Dunn is the premier destination for high-profile clients seeking top-tier counsel on significant, complex disputes. Our specialists routinely address the most delicate and confidential matters, ensuring clients receive premier advice. The team understands the sensitivities inherent in private wealth disputes and takes pride in representing the most sophisticated and prominent clients.

From securities to employment, intellectual property to real estate and M&A, our global practice covers a broad range of controversies. We handle disputes in courts around the world as well as before a wide variety of nonjudicial forums, including governmental bodies and international arbitrations.

Governance

While wealth preservation and personal services may be primary goals of a family office, the importance of effective governance cannot be overstated. Gibson Dunn’s leading Securities Regulation and Corporate Governance Practice Group is adept at advising family office clients on complex governance matters, including conflicts in vision or strategy, changes in family structure, and ensuring office continuity across generations. Governance structures are carefully tailored to reflect the unique needs, interests, and anticipated involvement of family members, providing a framework that supports both family and enterprise. Our team regularly advises on a broad array of governance-related matters, including:

• Governance frameworks, including composition, procedures, and responsibilities of boards of directors;
• Bylaw provisions;
• Fiduciary duty issues;
• D&O indemnification;
• Insurance issues;
• Related party disclosures;
• Reporting beneficial ownership of securities, including advising on transactions in public and private securities;
• Potential conflict of interest transactions; and
• Succession planning

Regulatory

Gibson Dunn has a leading global team of regulatory specialists with deep experience addressing the compliance needs of family offices (including those that are registered investment advisers), as well as a top-tier SEC enforcement and litigation practice. Our team is led by former high-ranking lawyers from the SEC, DOJ, PCAOB, CFTC, and state attorneys general with an undefeated success rate in challenging SEC and CFTC regulations.

SEC Regulatory

We regularly advise clients on all manner of regulatory and compliance matters in the U.S. and abroad, including the analysis of regulatory obligations and exemptions; registration and licensing processes; compliance support and training; examinations and enforcement; and trading and transactions. Our team has deep experience handling various regulatory issues for our clients, including:

• Structuring and maintaining qualification under the SEC family office exemption from registration under the Investment Advisers Act;
• Registering investment advisers and advising on Investment Advisers Act, Investment Company Act and other U.S. regulatory issues;
• Designing and implementing investment adviser compliance programs, including policies and procedures regarding:
  • Material non-public information, insider trading and personal trading;
  • Allocation of investment opportunities and expenses;
  • Sales and marketing matters, including advertising materials;
  • Conflicts of interest, including principal trades and other forms of affiliated transactions;
• In-house training on compliance issues, including trainings tailored to family office professionals and regulatory “rules of the road”;
• SEC examination and enforcement support, including preparation and response to regulatory inquiries; and
• Broker-dealer regulatory matters

Financial Regulatory

Gibson Dunn’s Financial Regulatory Group provides comprehensive regulatory advice on numerous aspects of financial industry compliance, enforcement, and transactions that are relevant to family offices and high-net-worth individuals, including advising on:

• Strategic considerations in relation to regulatory changes and the implementation of new regulatory requirements;
• Regulatory issues in mergers and acquisitions, including cross-border transactions;
• Applications for licenses and registrations, and engagement with regulators to seek relief, exemptions and interpretations in connection with regulatory and compliance matters;
• Regulatory and strategic advice regarding hedging, derivatives, CFTC matters, commodity pools and related exemptions;
• Trading and product-related advice and counseling;
• Complex conduct and governance issues, including advising senior management and boards of directors on culture and conduct risk;
• Market-related issues such as market abuse, short selling, IPO sponsor misconduct, market misconduct, and governance failings;
• Systems and controls for financial institutions for compliance with regulatory requirements, conflicts of interest, anti-money laundering and counter-terrorist financing compliance, cybersecurity breaches;
• Cryptocurrency stablecoins, tokenized securities, and other digital assets, as well as payment service provider business operations, inside and outside of the regulatory perimeter; and
• Compliance with financial sanctions regimes in the US, UK and EU, and advice on building and assurance of sanctions compliance frameworks, systems and controls