Matthew Vogel

Practical, solutions-oriented investment regulatory counsel 

Matt Vogel counsels institutional investors and investment advisors on the legal issues surrounding investment transactions and strategies. He has advised clients on investing in funds sponsored by many of the most exclusive and prominent managers in the fund industry as well as sponsors of first-time funds, with commitment levels as low as $5 million and as high as $300 million. He focuses on:

• Securities law, including disclosure obligations
• Antitrust law

Highly practical in his approach to transactions, Matt works to identify and manage risk, protecting his clients’ interests while also clearing unnecessary obstacles to getting deals done. 

• Advising institutional investors — such as mutual funds, hedge funds, state entities (including state pension plans) and investment advisers — on securities law and antitrust regulatory and compliance issues, including investment company registration and operational issues.
• Representing investors on a wide range of primary private investment vehicles, including private equity, venture, credit, real estate, infrastructure, hedge funds and funds-of-funds.
• Reviewing and negotiating the terms of limited partnership agreements and side letters with fund managers, including navigating issues that often arise in the context of state public records disclosure requirements and other policy and statutory/regulatory issues specific to state entity investors.
• Representing investors in a variety of co-investment opportunities, including direct purchases of stock or LLC interests in the applicable portfolio company, investment in traditional co-investment pooling vehicles and purchases of preferred equity and mezzanine debt, taken both together with and separate from a common position in the portfolio company.
• Serving as counsel for the lead or sole co-investor and for minority co-investors.
• Representing investors in real estate joint venture co-investments and in the creation of programmatic debt and real estate co-investment arrangements with investment managers.
• Representing investors on a range of secondary transactions, including for the purchase of venture, natural resources, real estate and private equity funds.
• Representing investors in their consideration of secondary transactions, including continuation funds and other vehicles proposed by sponsors involving significant conflicts of interest.
• Advising clients with respect to joint venture and merger-related antitrust exposure, including exposure under the Hart-Scott-Rodino Antitrust Improvements Act and obtaining federal antitrust agency approval for transactions.