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Eighteenth Annual Private Equity Forum


Speaker(s): Amanda N. Persaud, Bruce L. Lieb, Christopher Mulligan, David S. Allinson, Douglas Wallach, Elizabeth Lenas, Glenn R. Sarno, Jonathon Soler, Kenneth I. Rosh, Laura S. Friedrich, Lior Ohayon, Marco V. Masotti, Mateja Maher, Michael Davis, Phyllis Schwartz, Rebecca F. Silberstein, Robert Blaustein, Y. Shukie Grossman
Recorded on: Jul. 10, 2017
PLI Program #: 179559

Bruce L. Lieb is Managing Partner of Proskauer Rose LLP and a member of Proskauer’s private equity group.  Mr. Lieb formerly served as co-Chair of Proskauer’s Corporate Department and as a member of Proskauer’s seven-person Executive Committee.  Mr. Lieb concentrates his practice on private equity transactions, including the formation of private investment funds, institutional investments and mergers and acquisitions.  He represents sponsors of, investors in and placement agents for buyout funds, venture capital funds, real estate funds, infrastructure funds, funds of funds and hedge funds.

Memberships

Private Investment Fund Forum

Awards & Recognition

Best Lawyers "New York City Corporate Lawyer of the Year" 2013

Lawdragon "500 Leading Lawyers in America" 2007

Lawdragon "3000 Leading Lawyers in America" 2010

Best Lawyers in America 2007-2017

The International Who's Who of Private Funds Lawyers 2011-2014

US Legal 500: Investment Fund Formation & Management 2007-2010

US Legal 500: Mergers & Acquisitions: Private Equity Buyouts 2007

New York Super Lawyers 2010-2016

Related Practices

Private Investment Funds

Private Equity

Financial Services

Mergers & Acquisitions

Finance

Education

New York University School of Law, J.D., 1979
cum laude
Order of the Coif


Elizabeth Lenas’s practice focuses on forming and advising private investment funds, including private equity funds, growth funds, credit funds, co-investment funds and other alternative asset investment vehicles, on fund formation, co-investments, spin-offs, joint ventures, shareholding arrangements, managed accounts and other transactions.

She regularly counsels private investment firms, including TPG, KKR, The Raine Group and Hillhouse Capital, in their fund formation activities. In addition, she has acted as counsel on consortium and co- invest arrangements in numerous large acquisitions. Liza’s practice also includes representing certain limited partners in connection with their investment funds.

SELECTED ACTIVITIES

— Member, Private Investment Fund Forum

— Member, Committee on Private Investment Funds, Bar Association of the City of New York, 2011-2013

EVENTS

Regularly speaks on private investment related topics, including at the IBA/ABA International

Conference on Investment Funds, the Practicing Law Institute, the Bar Association of the City of New

York and the Maples Investment Funds Forum.

AREAS OF EXPERIENCE

United States

Private Equity

Private Funds

HONORS AND DISTINCTIONS

Chambers Global
Investment Funds: Private Equity: Fund Formation: United States

Chambers USA
Investment Funds: Private Equity: Fund Formation

Who's Who Legal Private Funds
Formation

IFLR1000
Investment Funds; Private Equity: Transactions

The Legal 500 U.S.
Private Equity Funds

Twice shortlisted for the Euromoney Legal Media Group Americas Women in Business Law award as “Best in Private Equity”

EDUCATION

Columbia Law School
J.D
James Kent Scholar

New York University
B.A
University Scholar

BAR ADMISSIONS

New York


Kenneth I. Rosh is a corporate partner resident in Fried Frank's New York office and head of the Firm’s Private Equity Funds Group. Mr. Rosh joined Fried Frank in 1988 and became a partner in 1996.

Mr. Rosh represents clients in a broad range of corporate and securities transactions, with a focus on private equity fund formation counseling, investments, acquisitions and secondary transactions; securities and capital markets; and general corporate matters. Mr. Rosh has represented major private equity fund sponsors for almost 30 years. A partial list of his clients includes Bain Capital; Goldman Sachs; HPS (formerly Highbridge); Permira; Fortress; BlackRock; Brookfield Asset Management; JP Morgan Asset Management; Morgan Stanley; AllianceBernstein; StepStone; Televisa; and Coach.

He is consistently recognized as a leading individual in Private Equity Funds by Chambers Global: The World’s Leading Lawyers for Business and Chambers USA: America's Leading Lawyers for Business, Legal 500 in Investment Fund Formation and Management: Private Equity Funds and most recently was a recipient of Law360's Asset Management MVP award. Mr. Rosh is a member of the Private Investment Funds Forum, the Private Investment Funds Committee of the New York City Bar Association and the American Bar Association Committee on Private Investment Funds.

Mr. Rosh also serves on the Board of Advisors of the Northwestern Journal of International Law and Business and the Tufts University School of Arts & Sciences. Mr. Rosh serves on the executive board of DREAM, a nonprofit youth development and educational program serving over 2,000 youth in East Harlem, including serving for eight years as Board Chairman, and is a past recipient of the Legal Aid Society's Pro Bono Publico Award.

Mr. Rosh received his JD in 1988 from the Boston University School of Law, where he was a G. Joseph Tauro Distinguished Scholar and editor-in-chief of the Annual Review of Banking Law, and his BA in 1985 from Tufts University. He is admitted to the bar in New York.


Lior Ohayon is the co-leader of the firm’s Corporate practice and the chair of the firm’s Private Funds group. He advises domestic and foreign banks, financial services companies and investment management firms on fund formation, asset management, compensation and regulatory matters across a variety of asset classes and investment structures in the U.S. and abroad.

Mr. Ohayon is recognized by a number of leading publications, including Private Funds Management, Chambers USA: America’s Leading Lawyers for Business, The Legal 500 United States, Who’s Who Legal and Super Lawyers. He is a member of the International Bar Association, the Managed Funds Association’s Outside Counsel Forum Committee and the American Bar Association’s Committee on Federal Regulation of Securities. Mr. Ohayon received his J.D. from Boston University School of Law and his B.A., magna cum laude, from New York University.


Robert Blaustein, is a partner in the Investment Funds Group of Kirkland & Ellis LLP and recognized as a global leader in the field of private equity fund matters. Robert focuses his practice on advising private equity sponsors on the formation, marketing and management of investment products including private equity funds, hedge funds, and funds of funds vehicles, as well as operational, legal and regulatory issues. He has also counseled both sponsors and limited partners on spinout transactions, seed investments, and the purchase and sale of minority interests in management companies, and limited partners in connection with the negotiation of investment terms related to private equity, venture capital, hedge fund, managed account, secondary and co-investment transactions. Robert also counsels fund sponsors on a wide range of ordinary course and extraordinary corporate matters including succession planning, key person transitions, marketing and placement agent arrangements, co-investment arrangements, secondary transfers, and governance matters.

Robert received his J.D. from University of Pennsylvania Law School and is a graduate of Yale University.


Y. Shukie Grossman is a partner in the New York office of Gibson, Dunn & Crutcher LLP.  He is Co-Chair of the Investment Funds Practice Group.

Mr. Grossman's practice focuses on the formation of private investment funds of all sizes and investment strategies, including domestic and offshore funds focused on buyout, growth equity, infrastructure, real estate and credit.  In addition, he has significant experience advising on the acquisition and sale of minority and majority stakes in fund sponsors, as well as spin-outs of fund businesses and management teams, and on secondary transactions involving fund interests.  He also advises investment firms on their operation, regulation and internal governance arrangements.

Mr. Grossman is a member of the Private Investment Fund Forum and the New York Investment Funds Society and is consistently recognized by Chambers USA, Chambers Global, The Legal 500, Best Lawyers in America©, the IFLR1000 and Who's Who Legal (in which he was listed among the "Most Highly Regarded Individuals" in its Private Funds 2016 Edition).

Mr. Grossman began his career in the Division of Investment Management of the U.S. Securities and Exchange Commission and is a member of the adjunct faculty at Columbia Law School where he teaches a course on private investment funds.


Mr. Allinson is the global Co-chair of the firm's Mergers & Acquisitions Practice and the former Co-chair of the Private Equity Practice Group and the New York Corporate Department.

Profile

Mr. Allinson has broad mergers and acquisitions experience, encompassing both public and private acquisitions, dispositions, carve-outs, tender offers, going-private transactions, co-investments, joint ventures and general corporate matters, including corporate governance and takeover defense.

Mr. Allinson primarily focuses his practice on the representation of private equity firms, including ArcLight Capital Partners, The Blackstone Group, Blue Road Capital, Carlyle Power Partners, Columbus Nova Partners, Consonance Capital Partners, Irving Place Capital, One Equity Partners, Ospraie Special Opportunities Group, Panda Power Funds and Rhône Capital.

Experience

Mr. Allinson's private equity experience includes the representation of:

ArcLight Capital Partners in a number of transactions, including its US$2.1 billion acquisition with the Blackstone Energy Group of four power plants from American Electric Power, its acquisition of Associated Asphalt and Axeon Marketing, its acquisition of pipeline interests from BP, its acquisition of Hovensa’s terminal facilities, its acquisition of Leeward Renewable Energy and its acquisition of the New England hydroelectric power portfolio of TransCanada, consisting of 13 facilities.

Blue Road Capital in its acquisition of Diamond of California from Snyder’s-Lance

Carlyle Power Partners and Cogentrix Energy, Inc. in a number of transactions, including the acquisition of Rhode Island State Energy Center, the carve-out sale of 14 Cogentrix Energy power projects to Energy Investors Funds and the sale of Cogentrix Energy’s North American power generation assets and power projects development platform to Carlyle Infrastructure Partners

Shamrock Capital Advisors in its acquisition of Consolis, Inc. and Huron Legal

The Blackstone Group in its US $1.5 billion investment in Cheniere Energy

Dubai International Capital in its sale of MAUSER Group to Clayton, Dubilier & Rice for US$1.7 billion

Consonance Capital Partners in a number of transactions, including its acquisition of Bako Integrated Physician Services, its acquisition of Enclara Health,its acquisition of APS Healthcare, its acquisition of The Keystone Peer Review Organization and its acquisition of excelleRx and PBH Holding 

ING U.S. in its sale of private equity limited partnership investment interests to Pomona Capital

Ospraie Special Opportunities Group in a number of transactions, including the creation of the Fermaca Global joint venture, Fermaca Global’s acquisition of Mexican pipeline assets, Fermaca Global’s development of the Chihuahua Pipeline and the sale of pipeline assets to Partners Group

US Power Generating Company in its sale to Tenaska Capital Management


Mr. Davis is a member of Davis Polk’s M&A Department. He advises U.S. and international corporate and private equity clients on a full range of transactions, both domestic and cross-border, including mergers, acquisitions, investments, joint ventures and collaborations, spinoffs and restructurings, special committee representations and defensive and corporate governance advice.  Recent representations include:

Lightyear Capital on various matters including its pending sale of RidgeWorth to Virtus, its sale of Clarion Partners to Legg Mason, its investment in Wealth Enhancement Group, its investment in Pathlight Capital, and on the sale of Swett & Craword by its portfolio company, Cooper Gay Swett & Crawford, to BB&T Metalmark Capital on various matters including its investment in Kissner and Worldstrides and Kissner on its acquisition of Central Salt Crestview on various matters including its investment in Arxis Capital and on its sale of Key Safety Systems Anacor on its sale to Pfizer Biotie on its sale to Acorda Prosensa on its sale to BioMarin Baker Hughes on its proposed combination with GE’s Oil & Gas business Warner Chilcott on its merger with Actavis Heinz on its sale to 3G Capital and Berkshire Hathaway Bertelsmann on the formation of Penguin Random House.

Michael is currently based in Davis Polk’s New York office.  He worked at Davis Polk’s London office from 2003-2004.  Michael is recognized in several legal industry publications, including: Chambers USA: Corporate/M&A, IFLR1000 and The Legal 500.  He speaks regularly as a panelist on a variety of topics, including most recently at the Japan Society’s seminar on Activism, Independence, Stewardship – Current Trends in U.S. and Japanese Corporate Governance, The Trout Group’s Private Company Showcase, and the 9th Annual Wall Street Unplugged seminar for life science companies.


Amanda N. Persaud is a Partner at Ropes & Gray. Her practice focuses on the organization, fund raising and operation of private investment funds, including private equity funds, real estate funds, hedge funds, credit funds and other asset classes such as special situations, secondary and hybrid funds.

Ms. Persaud has led numerous fund raises for prominent U.S. and international sponsors.  She has significant experience advising sponsors in structuring and reorganizing private investment funds as well as advising sponsors with their internal governance and economic arrangements.  Ms. Persaud regularly advises on strategic investments in, and sales of, alternative asset management businesses, including purchasing minority stakes in asset managers.

Ms. Persaud is listed as a leading private funds lawyer in The Legal 500 U.S, Law Business Research’s International Who’s Who of Private Funds Lawyers and Who’s Who of Business Lawyers and Legal Media Group’s Expert Guide to the World’s Leading Banking Finance and Transactional Lawyers and Expert Guide to Women in Business and The Legal 500 U.S.

Ms. Persaud has written numerous publications and speaks regularly at industry and professional conferences on a wide-range of topics affecting private investment funds.


Christopher Mulligan is a Senior Special Counsel and Co-Coordinator of the Private Funds Specialized Working Group in the SEC’s National Exam Program.  In his current role, Chris conducts exams, reviews deficiency letters and referrals, works on rulemakings and guidance, drafts risk alerts and advises SEC staff on legal issues related to exams of private fund advisers.  Chris was previously in the Private Funds Branch in the SEC’s Division of Investment Management where he worked on guidance updates, no-action letters, FAQs and rulemakings impacting private fund advisers.  Prior to joining the Commission, Chris worked in private practice in New York and Cleveland where he counseled private fund advisers on the structuring and formation of private equity, hedge and real estate funds, the purchase and sale of portfolio companies and regulatory issues.  Chris received his J.D. from Georgetown Law.


Laura S. Friedrich is a partner and global head of Shearman & Sterling’s Investment Funds Group, with a concentration in private fund formation, structuring and compliance matters.  Ms. Friedrich has extensive experience working with U.S. and international private equity, venture capital and hedge funds and their sponsors, with investments in the United States, Latin America, Eastern Europe, Western Europe, Africa, India, the Middle East and Asia. She has represented sponsors in a variety of asset categories, including buy-out, real estate, fund of fund, debt, energy, infrastructure, transportation and media. Ms. Friedrich also advises investors on the purchase of interests in private funds, and sponsors on the structuring and documentation of their management company arrangements.  She is based in New York.

Ms. Friedrich graduated from the University of California, Berkeley (magna cum laude) in 1993 with honors in Economics, and from the University of Pennsylvania Law School in 1996.  She served as an Executive Editor of the University of Pennsylvania Law Review

Ms. Friedrich currently serves as Vice Chair of the Emerging Markets Private Equity Association’s Legal & Regulatory Council, and is a member of the Private Investment Funds Forum.


Rebecca Silberstein is Co-Head of the firm’s Private Equity Group and has built a leading fund formation practice over her 25 years at the firm. She focuses on advising private equity firms and financial sponsors of private investment funds, including global private equity, leveraged buyout, energy and infrastructure, banking and financial services, mezzanine, credit and distressed debt funds, as well as bespoke funds and separate accounts. She also advises on carry plans, employee investment programs and acquisitions and dispositions of interests in private equity firms, as well as joint ventures and strategic partnerships, management team spin-outs and the establishment of new private equity firms. Ms. Silberstein’s clients include Allianz, Clayton, Dubilier & Rice, Credit Suisse, Global Infrastructure Partners, Kelso & Company, KKR, Morgan Stanley, Odyssey Investment Partners, One Rock Capital, Stone Point Capital and WeWork.

Ms. Silberstein was named to The American Lawyer’s “45 Under 45” list of the top women lawyers, where she is applauded for building a high-profile practice with “a unique mix of tenacity and grace.” Ms. Silberstein is ranked in the top band for private equity fund formation by Chambers USA, where she is described by sources as “a fount of knowledge,” and “a market leader.” She is recognized as a leading lawyer in Chambers Global (2019), and in previous editions of the guide, sources say she “always understands the issues, is very commercial in her approach and understands our business and sensitivities well.”

Ms. Silberstein is the New York City Bar Association’s 2018-2021 Chair of the Private Investment Funds Committee and has been a leader of the International Bar Association’s Investment Funds Committee for over a decade, serving as 2017-2018 Co-Chair of the Committee. She was the 2014 Chair and is a leading member of the Private Investment Funds Forum and is an Advisory Board Member of the Private Equity CFO Association. Ms. Silberstein is also a frequent speaker at seminars and conferences. She is on the Organizing Committee of the IBA’s Private Investment Funds Conference and is Chair of the 2019 IBA Annual Conference on the Globalisation of Investment Funds.

Ms. Silberstein joined Debevoise in 1993 and became a partner in 2001. She received her B.A. magna cum laude from Yeshiva University in 1990 and her J.D. summa cum laude from the Benjamin N. Cardozo School of Law in 1993, where she was a Supervising Editor of the Law Review.


Jonathon Soler is head of Weil’s U.S. Private Funds practice and co-head of the U.S. Private Equity practice. Mr. Soler regularly represents sponsors of private investment funds in connection with the organization and operation of such funds, as well as providing sophisticated advice regarding carried interest sharing and other economic and governance issues. He also has counseled investment firms in connection with the sale of significant minority interests in their businesses to institutional investors. In addition, Mr. Soler represents certain institutional investors in connection with their investments in a variety of private investment funds.

Mr. Soler’s representative clients include Altas Partners, American Securities, Aquiline Capital Partners, Brookfield Asset Management, Crow Holdings, Genstar Capital, Lindsay Goldberg, OMERS Private Equity, Perella Weinberg Partners, Snow Phipps Group and Trive Capital.

Mr. Soler is a member of the Private Investment Funds Forum and has been named a leading lawyer for Investment Funds: Private Equity: Fund Formation by Chambers USA and Chambers Global since 2008. In Chambers USA, clients note “he's really a thought partner and is right there with us in terms of being progressive and thoughtful around fund-raising terms and negotiation tactics.” He is recognized as a “Market Leader” for Investment Funds in the U.S. by IFLR1000 and is also consistently recognized by Legal 500 US, where clients note his “excellent strategic advice – he is very plugged in with all the big players.” Mr. Soler has regularly written and spoken on issues relating to private investment funds.


Marco V. Masotti is a partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP. For over two decades, Marco has led and built the firm’s private funds group into one of the elite practices in the marketplace. He has also served as a member of the firm’s Management Committee. Marco’s clients include a “who’s who” of alternative asset managers, including Apollo, Avenue, Blackstone/GSO, General Atlantic, Kohlberg Kravis Roberts & Co., KPS, Oak Hill, Reservoir, Roark, Silver Point and Värde. He also counsels many founders and partners of private equity and hedge fund businesses on their strategic initiatives. Marco represented former Treasury Secretary Timothy Geithner in connection with his joining a major private equity firm.

Over his career, he has assisted with numerous multi-billion dollar fundraises and last year led Apollo’s record-breaking fundraise of $24.7 billion for its flagship buyout fund. Ranked Band 1 in Chambers, Marco is described as a “spectacular private funds practitioner who brings deep industry insight to the mega capital-raising mandates” and clients “trust his judgment completely.” In 2016, he was named one of four lawyers in the nation as an Asset Management MVP by Law360. Marco has been featured by The Deal as one of the ‘Movers & Shakers’ in the industry named by Crain’s New York Business to its annual “40 Under 40” list, and profiled by the New York Observer as one of New York’s top corporate lawyers. Private Equity International named Marco one of “The 100 Most Influential of the Decade.”

Marco was awarded a Fulbright Placement Award upon graduating from the University of Natal Faculty of Law.

EDUCATION

  • LL.M., University of Virginia School of Law, 1992
  • LL.B., University of Natal Faculty of Law, 1991 cum laude
  • B.A., University of Natal, 1988

CLERKSHIP

  • Hon. Albie Sachs, Constitutional Court of South Africa


Phyllis Schwartz is a partner at Schulte Roth & Zabel, where she focuses her practice on the structuring, formation and operation of private equity funds, including buyout funds, venture capital funds, mezzanine funds, distressed funds and real estate funds. She represents both fund sponsors and investors in her practice. In addition to assisting fund sponsors with their internal management arrangements, succession planning and the creation of internal investment and co-investment vehicles, she has extensive experience with institutional investors and regularly advises clients on market terms of investment funds. Phyllis also advises private equity funds in connection with their investments in, and disposition of, portfolio companies and the establishment of capital call credit lines. 

Phyllis is recognized as a leading practitioner in her field by numerous independent publications, including The Legal 500 United States, The Best Lawyers in America, Who’s Who Legal: The International Who’s Who of Private Funds Lawyers, New York Super Lawyers, Expert Guide to the World’s Leading Banking, Finance and Transactional Law Lawyers (Investment Funds, Private Equity) and Expert Guide to the World’s Leading Women in Business Law (Investment Funds). A member of New York’s Private Investment Fund Forum, Phyllis frequently shares her insights on effective fund formation strategies at industry conferences and seminars. She recently discussed legal developments affecting employers, issues related to fund restructuring, regulatory and compliance concerns for co-investments, and other ethics issues for private equity fund managers. Phyllis is also the co-author of Private Equity Funds: Formation and Operation (Practising Law Institute), which is considered the leading treatise on the subject, and she contributed to Fund Formation and Incentives Report (SRZ in association with Private Equity International) as well as a chapter on “Advisers to Private Equity Funds — Practical Compliance Considerations” to Mutual Funds and Exchange Traded Funds Regulation, Volume 2 (Practising Law Institute). She was recently featured in Private Funds Management’s spotlight article “Ringing the Changes.” Phyllis received her J.D. from Columbia University School of Law and her A.B. from Smith College.


Glenn practices in the Corporate Department of Simpson Thacher & Bartlett, focusing on private investment funds and other facets of “alternative asset management.” He has represented some of the largest and most well-known private fund sponsors on a global basis, in many different asset categories, including traditional private equity, real estate, energy, infrastructure, debt, RMBS, CMBS, CDOs, food and agriculture, healthcare, education, manager stakes, seed capital, co-investment and secondaries.

Glenn also has extensive experience with fund-of-funds, feeder funds, separately managed accounts, employee securities companies, minority stake investments in firms, and listed fund products. He has represented numerous hedge fund sponsors as well. Glenn has represented sponsors in global “house-team” arrangements and has also worked on minority stake sales, “spin-outs” of private equity and hedge fund businesses and the creation and expansion of numerous boutique firms as well as the creation of alternatives platforms within larger institutions.

Glenn practiced in the Firm’s London office for two years, where he lead international fund formation matters, including country-focused funds investing in Italy, Eastern Europe, Russia and Hungary as well as those with a pan-European or Asian regional focus.

Glenn served for three years as the Chair of the New York City Bar Association Committee on Private Investment Funds, a 43-member committee comprised of leading in-house and external counsel practicing in the alternatives industry. He is also a member of the Private Investment Fund Forum, a group comprising New York City attorneys practicing extensively in the private funds area.  Glenn serves as a member of the Corporate and M&A Advisory Boards of Practical Law, a service of Thomson Reuters, and was for several years a member of the Advisory Board of the Private Equity CFO Association. He has lectured extensively and published on alternative asset management topics in the United States and abroad.

Glenn is listed as a leading lawyer in Chambers’ Global and USA Guides to the World’s Leading Business Lawyers, The International Who’s Who of Private Fund Lawyers and other similar publications.

Glenn received his B.A., summa cum laude, from the University of Connecticut in 1989, where he was a University Scholar and a member of Phi Beta Kappa. He received his J.D., with honors, from the Duke University School of Law in 1992, where he was the winner of the Hardt Cup moot court competition and the Best Judge award in the Dean’s Cup competition. Prior to joining Simpson Thacher in 1993, Glenn clerked for the Senior Justice of the Supreme Court of the State of New Jersey.


Mateja is the Deputy General Counsel at Campbell Lutyens. Mateja joined Campbell Lutyens in July 2015; prior to joining Campbell Lutyens, Mateja was a partner in the private funds group at Kirkland & Ellis International LLP, advising clients for a number of years on the structuring and establishment of private funds across a number of asset classes, including buyout, venture capital, infrastructure, debt and real estate and also advising on secondary transactions (including structured and synthetic secondaries), co-investments and carried interest schemes. Prior to joining Kirkland & Ellis, Mateja trained and qualified as a private funds lawyer at Simmons & Simmons in London. Mateja has spoken on matters relating to private fund formation, secondary transactions and associated regulatory and marketing considerations at a number of industry conferences, and has also acted as a guest tutor on private equity to the MBA programme at the Said Business School at the University of Oxford.