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GP + LP Global Summit 2021

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Morrison & Foerster is pleased to invite you to the 2021 GP + LP Global Summit Series. Throughout the month of October, we will host a series of webinars focused on timely topics impacting the global investment community. Kindly note that we will host

Morrison & Foerster hosted its fourth annual GP + LP Global Summit Series virtually in October 2021. The four part webinar series focused on timely topics impacting the global investment community. Panels included:Diversity & Inclusion: Updates On Funds Addressing Underrepresented Communities<ul><li>Jamison Hill, Partner, Base10 Partners</li><li>Arian Simone, CEO, Fearless Fund</li><li>Chip Lion, Co-Chair of the Private Funds Group and Partner, Morrison & Foerster</li><li>Kate Sum, Of Counsel, Morrison & Foerster</li></ul>Why Do I Need a Management Rights Letter? What Deal Teams Need to Know About the Fund’s LPA<ul><li>Tomakin Archambault, Managing Director and CEO, GSSG Solar</li><li>Deepak Gupta, Managing Partner, Blue Bear Ventures</li><li>Lee Shepard, Partner, Morrison & Foerster</li><li>Stephanie Thomas, Co-Chair of the Private Funds Group, Morrison & Foerster</li></ul>Volcker Rule Updates – Top Things Asset Managers Should Know<ul><li>Jiang Liu, Partner, Morrison & Foerster</li><li>Chris Rose, Global Head of Volcker Rule Office, Citi</li><li>​​​​​Leonora Shalet, Partner, Morrison & Foerster</li></ul>Fund Formation: Why Does Where Matter? A Comparison of Popular Private Fund Jurisdictions<ul><li>Nicolas Fermaud, Partner and Head of the New York Office, Elvinger Sarl PLLC</li><li>David Harris, Partner, Morris, Nichols, Arsht & Tunnell LLP </li><li>​​​​​Anson Law, Market Outreach Division, Hong Kong Monetary Authority (HKMA)</li></ul><hr>

GP + LP Global Summit 2021

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Chip advises institutional investors and fund sponsors in connection with the formation of venture capital funds, leveraged buyout funds, real estate opportunity and other private equity funds. He also represents both public and private companies in a broad range of industries, including the biotechnology, finance, medical device and information technology sectors. He structures, negotiates and advises clients on acquisition transactions and related matters, including stock acquisitions, asset acquisitions, mergers, divestitures, auction transactions, tender offers, defensive strategies, leveraged buyouts and cross-border transactions.In addition to representing businesses and business leaders, Chip has served in numerous leadership positions of the Business Law Section of the American Bar Association, representing its 50,000 members on cutting-edge business issues. He served as Chair of the Section in 2014-2015 and held other officer positions, including Vice-Chair, when he served as editor-in-chief of Volume 68 of The Business Lawyer, the highly regarded journal of the Section, and Secretary of the Section (2011-2012), where he served as co-editor-in-chief of the Section's online monthly magazine. He is the Past Chair of the Venture Capital & Private Equity Committee of the Section. In 2020, he was awarded the prestigious Life Time Achievement Award by the Business Law Section of the California Lawyers Association.<h5>Chip’s clients include:</h5>Venture and Private Equity Funds:<ul><li>Longitude Capital (life sciences venture capital firm)</li><li>Base10</li><li>Anthem Ventures (technology venture capital firm)</li><li>MAP Royalty, Inc. (fund focused on royalty interests associated with gas fields and renewable energy products) </li><li>The Capital Partnership Group (private investment office and asset manager)</li><li>NorthgateCapital</li><li>GSSG Solar (solar developer)</li><li>Others, including Inspiration Ventures, NEA, Frazier, 5 AM, Fifth Wall Ventures</li></ul>Company Side Representation (including Corporate Venture Capital, IPOs and M&A transactions):<ul><li>MarketShare Partners LLC (marketing analytics), sold to Neustar, Inc.</li><li>Mediconnect Global, Inc. (medical record retrieval), sold to Verisk Analytics (NASDAQ VRSK) </li><li>Microfabrica, Inc. (micromachining, additive manufacturer), sold to Technoprobe</li></ul>Chip is nationally recognized for his work with Limited Liability Companies (LLCs). He writes and edits articles, outlines, and books on LLCs and partnerships and participates on panels focused on LLCs, including for the American Law Institute — American Bar Association LLC satellite telecast on LLCs for over 20 years. As former Chair of the Partnerships Committee of the Business Law Section of the California State Bar, he formed and participated in the Committee that drafted California's original LLC Act that became law on September 30, 1994. He has served as an advisor to the Uniform Limited Liability Company Act, the Revised Uniform Limited Company Act, and the Revised Uniform Partnership Act Drafting Committees of the National Conference of Commissioners on Uniform State Laws. From 1984-1990, he was an adjunct lecturer at law for the Santa Clara University School of Law.

Paul 'Chip' Lion

Partner

Jiang Liu is a partner in Morrison & Foerster’s Financial Services Practice in the firm’s New York office. Mr. Liu’s practice spans a broad range of bank regulatory work, and he has significant experience representing foreign and U.S. financial institutions.Jiang has deep knowledge of the regulations applicable to U.S. and global financial institutions. He regularly provides advice in connection with the Bank Holding Company Act, the Volcker Rule, broker-dealer activities, CFIUS regulations, state money transmission services regulations, enhanced prudential standards, affiliate transactions, supervisory and enforcement matters involving financial institutions and U.S. bank and non-bank acquisitions, among other things. Jiang has also represented numerous international financial institutions on the establishment of branches and representative offices in the United States. He has a substantial practice representing global financial institutions, especially those in China, related to their U.S. activities.Prior to joining Morrison & Foerster, Jiang worked at a leading international law firm in their Hong Kong and New York offices.<h4>Representative Transactions</h4><ul><li></li><li>Bank of the Orient in connection with the sale of its Hawaii branch to Royal Business Bank (2022)</li><li>CITIC Group Corporation on bank regulatory matters in connection with its strategic investment in China Huarong Asset Management Co., Ltd. as part of China Huarong’s RMB 42 billion capital increase (2021)</li><li>FinSight Ventures in connection with its investment in Hulett Bancorp (100% owner of Summit National Bank), a bank holding company organized under the laws of the State of Wyoming (2021)</li><li>MLC, the wealth management division of National Australia Bank, in connection with the sale of MLC by National Australia Bank to IOOF Holdings Ltd (2021)</li><li>GIC Private Ltd. in connection with the divestment of its investment in dianrong.com (2020)</li><li>Global Energy Interconnection Research Institute North America, a wholly owned subsidiary of State Grid Corporation of China, on U.S. regulatory matters (2020)</li><li>CITIC Metal Co., Limited on bank regulatory matters in connection with its C$612 million ($453.77 million) investment in Ivanhoe Mines Ltd (2019)</li><li>China Merchants Bank in connection with its investment in Asia Investment Fund (2018)</li><li>SoftBank in connection with its $3.3 billion acquisition of Fortress Investment Group (2017)</li><li>CCB International Overseas Limited on bank regulatory matters in connection with its investment in a New York real estate project (2017)</li><li>ABC International Holdings Limited on bank regulatory matters in connection with its $100 million investment in an agricultural investment fund (2017)</li><li>China Merchants Group Limited (“CMG”) in obtaining an approval from the Federal Reserve Board for CMG to engage de novo in extending credit and servicing loans and the leasing of personal property through a subsidiary in the United States (2017)</li><li>China Merchants Bank on its investment in a $900 million FinTech fund (2017)</li><li>SoftBank on bank regulatory matters in connection with its acquisition of Fortress Investment Group LLC (2017)</li><li>China Merchants Bank on its fiduciary powers application (2016)</li><li>A PRC P2P company on its investment in Old Dominion National Bank (2016)</li></ul>

刘江律师是美富律师事务所纽约办公室金融服务业务部的合伙人。刘律师为各类银行合规业务提供法律意见，并且在代表美国及国外金融机构方面具备丰富的经验。刘律师对适用于美国和全球金融机构的规定有深刻的了解。他经常就《银行控股公司法》、《沃尔克规则》、经纪商活动、美国外国投资委员会（CFIUS）规定、美国各州货币传输服务规定、强化审慎标准、关联交易、涉及金融机构的监督和执法事宜以及美国银行和非银行收购等方面提供咨询。刘律师还代表众多国际金融机构在美国设立分支机构和代表机构。他代表全球金融机构，尤其是代表中国金融机构处理大量涉及美国的事宜。在加入美富之前，刘律师曾在某领先的国际律所的香港和纽约办事处工作。<h4>具有代表性的交易 </h4><ul><li>协助美国建东银行（Bank of the Orient）处理将其夏威夷分行出售给美国皇佳商业银行（Royal Business Bank）事宜（2022年） </li><li>协助中国中信集团有限公司处理与其对中国华融资产管理股份有限公司进行战略投资有关的银行监管事宜。该项投资系中国华融420亿元人民币增资的一部分（2021） </li><li>协助FinSight Ventures处理其对Hulett Bancorp（Summit National Bank的100%所有者）投资事宜。Hulett Bancorp是一家根据美国怀俄明州法律组建的银行控股公司（2021年） </li><li>协助澳大利亚国民银行（National Australia Bank）的财富管理部门MLC处理该银行向IOOF控股有限公司（IOOF Holdings Ltd）出售MLC事宜（2021年） </li><li>协助新加坡GIC Private Ltd.处理其对点融网撤资事宜（2020年） </li><li>协助中国国家电网有限公司的全资子公司全球能源互联网美国研究院处理美国监管事宜（2020年） </li><li>协助中信金属股份有限公司处理与其对加拿大艾芬豪矿业有限公司6.12亿加元（4.5377亿美元）投资有关的银行监管事宜（2019年） </li><li>代表招商银行处理其对亚洲投资基金的投资。（2018） </li><li>代表软银处理涉及其以33亿美元收购Fortress Investment Group。(2017) </li><li>代表建银国际海外有限公司处理涉及其对某纽约房地产项目进行投资的银行监管事宜。(2017) </li><li>代表农银国际控股有限公司处理涉及其对某农业投资基金进行1亿美元投资的银行监管事宜。（2017） </li><li>代表招商局集团有限公司获得美联储批准，通过子公司在美国从事贷款以及租赁业务。(2017) </li><li>代表招商银行处理其对一个金融技术基金进行9亿美元的投资。(2017) </li><li>代表软银处理涉及其收购Fortress Investment Group LLC交易的银行监管事宜。(2017) </li><li>代表招商银行处理其私人银行牌照的申请。(2016) </li><li>代表一家中国的P2P公司处理其拟向美国Old Dominion National Bank进行投资的相关事宜。(2016) </li></ul>

Jiang Liu

Lee Shepard is a partner in the Palo Alto office of Morrison Foerster, where he focuses on fund formation and transactions, as well as corporate and securities law matters, including mergers and acquisitions, private financings, public offerings and general corporate matters.Mr. Shepard represents venture capital and private equity sponsors and institutional investors in connection with the formation of, investments in, and investments by private funds and alternative investment vehicles, including funds focused on life sciences, pharmaceutical development, and alternative energy power generation. He advises institutional investors on co-investments in private equity-sponsored acquisitions and leveraged recapitalization transactions. Mr. Shepard also advises clients general corporate and securities law matters, including mergers and acquisitions, private financings, public offerings and general corporate matters.Mr. Shepard received his B.S. in Applied Mathematics and Managerial Economics in 1985 and in 1988 received his M.B.A. from Carnegie Mellon University. In 2006, he received his J.D., cum laude, Order of the Coif, from U.C. Hastings College of the Law, where he was a senior production editor of the Hastings Law Journal, articles editor and senior articles review chair of the Hastings Business Law Journal, and a member of the Thurston Society. He served as a judicial extern for the Honorable Dennis Montali, U.S. Bankruptcy Court, Northern District of California. Prior to receiving his J.D., Mr. Shepard was a senior officer of a major investment bank.

Lee Shepard

Stephanie, Chair of the firm’s global Private Funds Group, has over 20 years of experience advising on private fund formation and operations, as well as on regulatory compliance matters. She represents U.S. domestic and global fund sponsors and institutional investors in connection with the formation of, and investments in, buyout funds, venture capital funds, secondary funds, debt funds, infrastructure funds, fund–of–funds, social impact funds and other private funds with a broad range of investment strategies. She has been described by a client as “extremely knowledgeable in the fund formation space, very good to work with and thoughtful about the needs of her clients.”Private Fund Sponsors. Stephanie represents fund sponsors and the management teams of private funds in the formation of their private funds, as well as in ongoing fund operations, including upper–tier planning, parallel and feeder fund structures, alternative and offshore vehicles, securities law matters, ERISA compliance, transfers or sales of partnership interests, including secondary transactions, and other tax and regulatory matters.She has considerable experience negotiating anchor investor arrangements, navigating cross–border fund matters, structuring co–investment and overage programs, representing firms and individual partners at the time of hire or departure (including involuntary removal), and the formation of feeder vehicles, parallel funds and special purpose vehicles. She also advises U.S. and international companies in the structuring of their corporate venture capital programs.Institutional Investors. Stephanie has advised institutional investors in hundreds of private fund formations, involving foreign and domestic funds ranging in size from $40 million to $21 billion. These investors, including state and corporate pension funds, sovereign wealth funds, universities, fund-of-funds, insurance companies, and other institutional investors, have commitments ranging from $5 million - $1 billion on a per-deal basis. Her experience includes representing significant limited partner investors in some of the largest private market funds ever raised.Investment Advisers. Stephanie advises fund sponsors and other investment advisers on the principal aspects of the Investment Advisers Act and the Dodd–Frank Act. She assists her clients in navigating the regulatory landscape, including new state and federal registration requirements, exemption eligibility, compliance programs and ongoing compliance matters.Stephanie works in the firm’s Palo Alto office and is active in the business community. Prior to joining the firm in 2005, she was a member of the fund formation group in the Palo Alto office of Cooley LLP.

GP + LP Global Summit 2021

07 Oct 2021 - 27 Oct 2021