Adam S. TopePartner
Adam's represents lead investors in connection with GP-led and other complex secondary transactions. He brings a global perspective to his practice, having represented managers and investors in dozens of jurisdictions.
Adam's sponsor-side clients include prominent private equity and hedge fund managers, real estate managers, and venture capital sponsors. He advises in multiple areas, including the drafting of offering memoranda, negotiations with investors and Investment Advisers Act and Investment Company Act compliance. Adam also draws on his computer programming experience to advise fund managers forming cryptofunds.
Adam has worked with spin outs from Apollo, Carlyle, Riverstone, Summit Partners, and others. He has a deep understanding of how principal compensation is structured and can guide principals in negotiating vesting arrangements, key person/for cause removal rights, and rights to carried interest/promote.
Adam’s investor-side clients include family offices, funds of funds, endowments, sovereign wealth funds and royal families. He has represented these investors in hundreds of transactions in nearly every jurisdiction.
Adam is a former entrepreneur and served as the president and CEO of one of the 500 largest online companies – giving him an entrepreneurial perspective useful to first time funds, startups and venture-backed organizations.
Secondaries and GP-Led Transactions
Over 100 secondaries and GP-led transactions including:
- Savant Growth in connection with its GP-led restructuring spin out of Kennet Partners and formation of a continuation fund (US$500 million)
- Hamilton Lane in connection with numerous tender offers, GP restructurings, pooled sales and stapled secondaries
- Pantheon in connection with secondaries transactions including pooled sales/purchases and GP-led transactions
- A top-10 European secondaries firm in connection with GP-led restructurings and continuation funds
- Regents of the University of California in connection with numerous secondary transactions
- A family office in a secondary transaction resulting in the restructuring of a US$2 billion portfolio of private equity investments
Sponsor-side Fund Formation
- Denali Growth Partners in connection with their first oversubscribed institutional fund
- Five Point Energy in connection with their midstream and water infrastructure funds and related co-investments
- Hull Street Energy in connection with its first institutional fund raising US$500 million
- NewRoad Capital Partners in connection with their growth equity funds
- An activist fund sponsor in the structuring, formation and negotiation of over US$1.5 billion of commitments to hybrid funds focused on public equities
- A large multifamily real estate manager in connection with the formation and negotiation of a US$1.2 billion multifamily fund
- A principal of a US$600 million large venture capital holding company in connection with its structuring and formation
- A venture capital sponsor in the formation and operation of the world's first cryptocurrency fund of funds
Over 400 investor-side representations in funds, managed accounts and co-investments including:
- Represented over half of the top-10 sovereign wealth funds in connection with their co-investments and fund investments
- Numerous leading US endowments in connection with their fund investments
- A top-10 allocator in connection with its fund investments and co-investments
- Numerous global family offices in connection with their fund investments and managed accounts
- J.D., Georgetown University Law Center 2007
- B.S., Cornell University 2002
- Chambers USA
- Band 3, Nationwide Venture Capital: Fund Formation (2023)
- Band 5, Nationwide Private Equity: Fund Formation (2021 - 2023)
Chambers comments, "Adam Tope's diverse practice involves establishing a range of funds, including those focused on the energy sector." Clients say, "He provides great counsel and he has great experience." "He is accessible and extremely responsive."
- Recognized Practitioner, Nationwide Investment Funds: Private Equity: Fund Formation (2019)
- Chambers Global
- Band 3, USA Venture Capital: Fund Formation (2023)
- Band 5, USA Private Equity: Fund Formation (2022 - 2023)
- The Legal 500 United States
- Next Generation Partners, Private Equity Funds (including Venture Capital) (2019 - 2022)
- Who's Who in Legal: Private Funds: Formation (2019, 2020)
- Co-author, "Covid-19: What are the options for LPs and GPs?" Secondaries Investor, April 2020
- "Key Legal Issues for Secondary Fund Transactions," Lexis Practice Advisor, December 2017
- Speaker, "Fireside chat - private credit secondaries: coming of age," Debtwire US Private Credit Forum 2023, June 14, 2023
- Moderator, "A New Fund/Emerging Manager Roundtable: Ready, Set, Launch," 17th Annual Winter Forum On Real Estate Opportunity & Private Fund Investing, January 2020
- Quoted, "Why Startup Founders Should Check In With Their Investors About Compliance," The Defiant (February 14, 2022)
- Quoted, "Placement Agents' Evolving Role in PE Fundraising and Potential Compliance Issues Sponsors Must Consider," Private Equity Law Report (November 2021)
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