Private Equity

Cozen O’Connor’s national Private Equity Group brings together all the legal disciplines necessary to represent private equity funds and their sponsors throughout the life cycle of a fund, including fund structuring; global tax; ERISA, SEC, and FINRA regulation and compliance; mergers and acquisitions; debt financing; corporate governance; and bankruptcy. Our team of experienced attorneys includes former in-house attorneys at private and public companies and a private equity firm, as well as former regulators. Our attorneys have served as counsel to private equity funds in connection with fund formation, private placements and investor subscriptions, deal structuring, deal financing and portfolio company investment, acquisition, and disposition. We also provide a full range of legal services to individual portfolio companies, including corporate governance, employee compensation, commercial contracts, real estate, compliance, and taxation, informed by a sophisticated appreciation of the sponsors’ interests and priorities. Like Cozen O'Connor’s private equity clients, our private equity attorneys are entrepreneurial, relationship-driven, hard-working, and sensitive to the needs of the deal. We view ourselves as partners with the clients we represent. 

Cozen O’Connor has become a go-to firm for top lateral recruits and, with 31 offices across two continents, has an international reach. Our private equity attorneys have experience handling investments in Europe, China, India, Latin America, Canada, and the Middle East.

One characteristic that distinguishes Cozen O’Connor is our impressive track record serving middle-market firms. The middle market is growing faster, producing more jobs, and attracting more capital than any other segment of the U.S. economy. As a result, middle-market companies deserve top private equity attorneys who understand their potential, are attuned to their specific needs and challenges, and are willing to make a long-term commitment to their growth.

Cozen O’Connor’s Private Equity Group also differentiates itself through its staffing method, which rejects the high-leverage model used by most large law firms. Instead of forcing our most seasoned attorneys to supervise large teams of inexperienced associates, our private equity experts actually practice law. Two results consistently occur when veteran lawyers are directly involved in every aspect of the work: projects are completed more efficiently because there is less need for review and revision, and representation is more sophisticated because it is handled by counsel who have a nuanced understanding of the legal and business imperatives.


  • Advise with respect to fund formation, including onshore and offshore entity structures, global tax considerations, Investment Company Act of 1940 exemptions, Investment Advisers Act of 1940, broker-dealer issues, and ERISA
  • Advise with respect to Dodd-Frank initiatives, including investment adviser registration and compliance and Federal Corrupt Practices Act
  • Advise with respect to private placements, including preparation of private placement memoranda, investor eligibility criteria, processing investor subscriptions, Regulation D, and Blue Sky compliance
  • Provide guidance on investment transactions, including complex governance and waterfall provisions
  • Structure and negotiate M&A and real estate transactions in support of portfolio company growth strategies
  • Structure and negotiate equity financings, leveraged buyouts, and debt financings, including first-lien, second-lien, and mezzanine debt
  • Structure and negotiate recapitalizations, debt restructuring, and distressed asset dispositions
  • Advise as to creation and implementation of executive compensation arrangements and incentive plans
  • Advise with respect to bankruptcy issues
  • Negotiate insurance policy terms to ensure that private equity firms, their related funds, and directors and officers are adequately protected from risks and exposures



Transitioning for the End of LIBOR [Alert]

February 24, 2020

Benjamin A. Bomrind, Anne M. Madonia, and Joshua C. Weinberger discuss this discontinuation of LIBOR and how clients should prepare.

SEC Charges 13 Private Fund Advisers for Repeated Filing Failures [Securities Alert]

June 12, 2018

Christopher Bellini and Ingrid Welch discuss the SEC's focus on policing even the most technical of violations and warn advisers to private funds that they should timely file their Form PF and that the information contained in their Form PF is accurate and complete.

SEC Settles with Private Equity Fund Adviser Charged with Acting as an Unregistered Broker [Private Equity Alert]

June 20, 2016

Christopher J. Bellini discusses a recent SEC settlement order that highlights the importance the SEC has placed on the issue of broker-dealer registration for the private equity industry.

In The News

More Than 200 Cozen O’Connor Attorneys Named Best Lawyers and Ones to Watch

August 22, 2022

210 Cozen O’Connor lawyers from 24 of the firm’s nationwide offices for inclusion in the 2023 edition of The Best Lawyers in America.

Private Equity Threads Merger Enforcement Needle

July 14, 2022

Christian Moretti is quoted in an article in The Deal that discusses the complicated relationship between the private equity (PE) field and the U.S. government as the Federal Trade Commission and the Department of Justice investigate PE deals. The article also analyzes the politics behind PE and how the criticism of PE firms continues to heighten.

Chambers Ranks 86 Cozen O’Connor Lawyers, 22 Practice Areas in Chambers USA 2022 Guide

June 02, 2022

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 86 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2022 edition.


Christopher J. Bellini

Chair, Private Equity
Co-Chair, Capital Markets & Securities

(612) 260-9029

Jonathan K. Kitchen

Vice Chair, Private Equity

(212) 908-1365



Chambers Ranks 86 Cozen O’Connor Lawyers, 22 Practice Areas in Chambers USA 2022 Guide

June 02, 2022

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 86 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2022 edition.

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