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  DAVID W. TEGELER    
Phone 617.526.9795
dtegeler@proskauer.com
 
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General Partner Carry Economics - An Overview in Private Equity International - Fund Structures Supplement
A Checklist of Legal and Regulatory Issues for Private Equity Funds of Funds

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Dow Jones Seminar

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Boston Office:
One International Place
Fax 617.526.9899

Practice Areas:
Corporate
Private Equity
Life Sciences
Education:
VANDERBILT UNIVERSITY SCHOOL OF LAW, J.D.
MIDDLEBURY COLLEGE, B.A.
 
Bar Admission:
MASSACHUSETTS
 
Biography:

David W. Tegeler is a partner in the Firm's Corporate Department and co-chair of the Private Investment Funds Group. Mr. Tegeler concentrates in the areas of corporate and securities law, with a particular emphasis on private equity transactions. His experience includes representation of private equity fund managers in capital formations, portfolio investments and governance issues. He also has a substantial practice representing U.S. and Non-U.S. institutional investors and investment advisors in the private equity field.

Following are a few examples of his recent projects:

  • represented FLAG Capital Management since its inception in 1994, acting as lead counsel in the formation of over fifteen private equity funds-of-funds with total capital raised in excess of $3.5 billion. Recently he counseled FLAG in the formation of three funds-of-funds with combined commitments of close to $1 billion, with focuses on buyout, venture capital and international investing. He also advises FLAG on their investments in private equity funds.

  • has represented Abbott Capital Management for over ten years, advising them on the formation of each of their fund products. In 2005 and 2006 he counseled Abbott in the formation of Abbott Capital Private Equity Fund V and Abbott Capital Private Equity Investors 2007, two fund vehicles that will invest over $1 billion in early stage, late stage and buyout funds.

  • represents global asset manager Auda International in their private equity fund formations and transactional work. Auda has been investing in private equity since 1989 and manages more than $4.2 billion in committed capital from their offices in New York, Bod Hamburg, Germany, Stockholm and London.

  • represented Lexington Partners in fund formation and structuring and negotiating secondary and primary investments since its inception. Lexington is a leading global private equity sponsor that provides liquidity to owners of interests in private equity limited partnerships, makes equity co-investments alongside private equity sponsors and invests in newly formed private equity partnerships.

  • represented Montagu Newhall Associates since its inception in 2000, acting as lead counsel in each of their private equity funds.

  • counsel to Resource Capital Funds (RCF), and most recently assisted them in raising their fourth and largest natural resources fund with over $527 million in commitments. RCF is based in Denver with an office in Perth, Australia, and the firm invests in development and growth stage mining companies across a diversified range of commodities.

  • led teams that served as U.S. counsel to several European private equity and venture capital firms in closing their most recent funds.

  • represented ABS Capital Partners in the formation of a $285 million fund that will focus on expansion financing in business services health care, media/communications and technology companies. ABS Capital has over $1.5 billion under management with offices in Baltimore, San Francisco and Boston.

  • represents secondary directs firm W Capital Partners in their private equity fund formation and transactional work. Founded in 2001 and located in New York, W Capital currently has over $1.5 billion under management and is the largest firm exclusively dedicated to the acquisition of direct private equity investments in the secondary market.
  • represented Lux Capital in forming a venture capital fund for investment in nanotechnology. Lux Capital, credited with introducing the first investment framework for nanotechnology, is considered a pioneer in emerging technologies.
  • represents Omega Advisors Europe in fund formation and secondary direct transactions focusing specifically on European companies.

  • represented Court Square Ventures in its recently closed second fund, Court Square Ventures II, L.P. The firm, based in Charlottesville, VA, invests in early-stage communications, information technology, and media companies, with a particular focus on points of convergence among these industries.

  • lead counsel in representing Montauk TriGuard, a multi-niche secondary fund manager, in the closing of its most recent $336 million fund, Montauk TriGuard Fund IV. Montauk TriGuard focuses on investing in "underwriting-oriented" secondaries, which are limited partnership interests that are at least 50% funded and have a quantifiable underlying investment portfolio.

  • represents Australian asset manager QIC in private equity investments in the United States and Europe.

Since 2000, Mr. Tegeler has managed teams of attorneys who have closed in excess of 100 fund formation projects, in which approximately $25 billion was raised, and several significant secondary transactions and/or firm restructurings having aggregate transaction values in excess of $2 billion.

In addition to his client work, Mr. Tegeler takes an active role in the private equity community. He gives numerous lectures and is a member of various boards and panels for events focusing on the subject and is a frequent contributor to industry publications. He is also frequently interviewed by the media and has been quoted in publications including Private Equity Analyst, The Boston Globe, Private Equity International, Buyouts, PEI Manager, and Investment Dealers Digest.

Mr. Tegeler has received numerous accolades for his work in the field of private equity law. He has been cited as one of the "World's Leading Lawyers" by Chambers Global for eight consecutive years (2000-2007). Chambers USA named Mr. Tegeler one of "America's Leading Business Lawyers” for six consecutive years including a Band 1 ranking (2003-2008). He was also selected as one of the world’s leading practitioners in the field by The International Who’s Who of Business Lawyers in each of the last nine years (2000-2008). Mr. Tegeler was named a Massachusetts Super Lawyer in 2005 and 2006 and a New England Super Lawyer in 2007 and one of the "Best Lawyers in America" in 2006, 2007, 2008 and 2009. He was also recognized in the 2007 and 2008 edition of US Legal 500. In 2005, 2006, 2007 and 2008, Mr. Tegeler received a recommendation in the PLC Cross-Border Private Equity Handbook for private equity/venture capital representation. Mr. Tegeler was also recommended by PLC Which Lawyer in 2008.

Mr. Tegeler received his B.A. from Middlebury College in 1985 and his J.D. from Vanderbilt University School of Law in 1989.  He is admitted to the Massachusetts Bar and is a member of the Private Equity CFO Association (Advisory Board Member Boston and New York Chapters), the European Venture Capital Association Tax and Regulatory Committee and the International Bar Association.

Selected Lectures:

"Liquidating A Fund: Get The Most Out Of Your Remaining Assets," Panelist, Dow Jones Web Seminar, March 2008

"Co-investing: Current Developments," IBA Conference on Private Investment Funds (London), March 2008

"Winding Down the Partnership," Panelist, Private Equity International 5th Annual Private Equity COOs & CFOs Forum, January 2008

“Legal Aspects of Investing in Private Equity Funds,” Australian Limited Partners Association, July 2007

"Best Practices on the Fundraising Trail for Mid-Sized Funds and Emerging Managers," Moderator, Private Equity International 2007 North American Private Equity COOs & CFOs Forum, January 2007

"Selected Trends In Private Equity Fund Formation," Panelist, Private Equity CFO Association Meeting (Washington D.C. Chapter), March 2006

"What's It Going To Take To Raise a Venture Capital Fund in 2005," Moderator, Private Equity Analyst Conference, September 2004

"Innovative Products from Funds-of-Funds Managers," Panelist, Private Equity Analyst Limited Partner Summit East 2004, June 2004

"The U.S. Perspective on Private Equity: FOIA and LP Activism," United Kingdom Private Equity Lawyers Forum Annual Conference, April 2004

"The Changing Faces of Funds-of-Funds," Panelist, SuperReturn (Europe), April 2004

"Institutional Investor Perspective," Harvard Business School VC & PE Conference, February 2004

"The Role of LPs in Maximizing Returns and Rationalizing the Industry," MIT/Sloan Venture Capital Conference, December 2003

"Private Equity Investment Funds - U.S. Issues," SJ Berwin London Know-How Sessions, November 2003

"Private Equity Funds: Regulatory, Legislative and Tax Developments and Issues," PLI Private Equity Forum, October 2003

"Private Equity Limited Partners Speak Out," Moderator, Private Equity Analyst Conference, September 2003

"How to Conduct Due Diligence on a General Partner," Panelist, Private Equity International European CFO and COO Conference (London), July 2003

"VC Deal Terms and Conditions," Panelist, Yale School of Management Private Equity Conference, April 2003

"The Changing Market for Secondary Funds," SuperReturn (Europe), February 2003

"Workshop on Developments in Secondary Funds," IBA Conference on Private Investment Funds (London), February 2003

"Fund of Funds Panel -- the LP Perspective," Moderator, 5th Annual MIT/Sloan Venture Capital Conference, December 2002

"Best of Breed Structuring," Private Equity Fund of Funds Forum, November 2002

"Who Will Survive the Industry Shakeout, and How?"  Moderator, Private Equity Analyst Limited Partner Summit, June 2002

"Current Terms in Private Equity Funds," IBA Conference on Private Investment Funds (London), February 2002

"Negotiating Partnership Agreements and Understanding What Terms and Conditions are ‘Market’ in the Current Fundraising Environment," Private Equity Roundup, January 2002

"Industry Debate: The Pros & Cons of Using Placement Agents," Moderator, Effective Private Equity Fundraising Techniques, December 2001

"Private Equity Investment Funds -- U.S. Issues," SJ Berwin Paris Know-How Sessions, October 2001
"Fundraising and Sources of Capital," Venture Capital Investing, June 2001

"Maximizing Returns," Chairman, Private Equity Roundup, January 2001

"Beyond Management Fee and Carried Interest," Private Equity Analyst Fund-of-Funds Summit, October 2000

"How to Use Recent Developments for Higher Returns and Less Risk," Chairman, Private Equity Roundup, February 2000

Selected Publications:

“A checklist of legal and regulatory issues for private equity fund of funds,” Dow Jones Private Equity Funds-of-Funds State of the Market Report, July 2008  (with Ira Bogner and Mary Kuusisto)

“General Partner Carry Economics – An Overview” in Private Equity International – Fund Structures Supplement, April 2007 (with Jamiel Poindexter)

"A Checklist of Legal and Regulatory Issues for Private Equity Funds-of-Funds," Private Equity Funds-of-Funds: State of the Market, Fourth Edition, published by Asset Alternatives, 2006 (with Ira Bogner and Mary Kuusisto)

"United States Legal and Regulatory Issues," Legal and Regulatory Aspects of Marketing and Promoting Private Equity Funds Across Europe, published by the European Venture Capital Association, June 2006

The United States section of Private Equity Fund Structures in Europe, published by the European Venture Capital Association, January 2006 (with Mary Kuusisto, Jamiel Poindexter and Sascha Rosebush)

"United States Legal and Regulatory Issues," Legal and Regulatory Aspects of Marketing and Promoting Private Equity Funds Across Europe, published by the European Venture Capital Association, June 2004

"A Checklist of Legal and Regulatory Issues for Private Equity Funds-of-Funds," Private Equity Funds-of-Funds: State of the Market, Third Edition, published by Asset Alternatives, 2004 (with Joseph Hugg)

"Secondary Considerations - An Introduction to Secondary Funds," Private Equity Viewpoint, Fall 2002 (with Kristin Caplice).

 
   
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