Stephen Culhane | People | Arnold & Porter

Stephen Culhane co-heads the Investment Management practice and focuses primarily on representing sponsors of private equity, real estate, special situation and distressed investment funds, hedge funds, and funds of funds with respect to the structuring, formation, and operation of such fund products. Recent matters include private equity, venture capital, US real estate opportunity, and specialty finance fund products on behalf of global financial institutions and leading private fund managers. Mr. Culhane routinely assists management teams with the formation or restructuring of investment management firms, and he also assists clients with investments in, or acquisitions or dispositions of, investment management firms. He also advises select institutional investors with respect to their investments in private funds, and has extensive experience negotiating complex secondary transactions involving portfolios of fund and/or direct investments, as well as fund restructuring transactions.

Previously, Mr. Culhane 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 has focused on private investment funds since the early 1990s and is a frequent speaker on issues relating to private investment 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.

Focus Areas

Experience

US 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 $150 million US 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 $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.
Privately held NY-based investment manager in the formation of a $250 million US 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.

Major US private equity fund of funds complex with respect to primary investments in over 140 private equity funds, representing in excess of $8 billion of capital commitments.
Large non-US governmental investment firm with respect to investments in a range of US and non-US real estate and real-estate related investment funds.
Major non-US private equity fund of funds complex in connection with multiple fund investments, co-investments, and regulatory (including ERISA) matters.
Major US pension plan and its affiliates with respect to more than 50 investments representing in excess of $5 billion of committed capital.
University endowment with respect to more than 100 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.
US 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 US 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, US and non-US financial institutions, and acquisitions of private equity direct portfolios.

Major non-US financial institution with respect to the successful request for no action relief from the substantive provisions of Part 4 of the US Commodity Exchange Act, as amended, with respect to activities of certain US subsidiaries of the non-US parent and its affiliates.
Numerous financial institutions and investment management firms with respect to US 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 $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.