The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Jamal Fulton is a partner based in Cleary Gottlieb’s New York office.
His practice focuses on the organization and operation of private investment funds, including buyout, growth, social impact, conduit, and hedge funds. He also represents private fund sponsors in joint venture and co-investment arrangements, and limited partners in their investments in private funds.
Jamal has represented TPG in a wide range of fund matters, including the formation and operation of a number of its social impact, private equity, and growth funds, and in various co-investment arrangements; KKR in the formation of its technology growth, global impact, and pan-Asia funds; ESL Investments in fund matters, including matters related to its acquisition of Sears Holdings; Blackstone Alternative Asset Management in the formation of separately managed accounts and investment activities; Acumen, a global anti-poverty organization, in fund formation matters; and Concrete Rose Capital in the formation of The Concrete Rose Fund, which targets investments in early-stage businesses founded by underrepresented people of color and/or that address significant social issues impacting minorities.
Jamal joined the firm in 2012 and became a partner in 2021. In 2014, he was resident in the London office.
Describe your practice area and what it entails.
I’m a private fund formation lawyer, so I help our clients structure private investment funds (which are basically just pools of capital from various investors) and negotiate the terms on which their clients will invest in the funds we set up. As an example, if one of our clients wanted to form a fund to make investments in clean energy infrastructure, I would discuss the key commercial objectives of the fund with our client, help document those objectives in legal agreements that constitute the fund, and then negotiate those agreements with potential investors who would make binding commitments to fund the clean energy investments identified by our client to be made through the fund.
What types of clients do you represent?
We intentionally maintain a broad client base. Our fund formation clients range from startup venture capital managers who are building their business around first-time funds to large, publicly listed private fund managers with hundreds of billions of dollars in assets under management. We also have a robust pro bono practice where we have represented tax-exempt charities raising private funds to invest capital in businesses that further their charitable purpose. We separately represent a range of investors, including ultra-high-net-worth individuals and families, charities and endowments, banks and other institutions, and sovereign wealth funds in their investments in private investment funds. This variety in clients keeps things exciting and helps us see the private funds market from various perspectives.
What types of cases/deals do you work on?
Our deals are as diverse as our clients. We helped a new fund manager, Concrete Rose, launch a first-time fund targeting investments in early-stage businesses founded by underrepresented people of color and/or that address significant social issues impacting minorities, and we worked with Acumen, a global anti-poverty charity, in the formation of a fund designed to build climate resilience in smallholder farmers in Africa. We’ve also worked with TPG and KKR, two major, publicly traded sponsors, in a number of funds, including large buyout funds, Asia-focused funds, social impact funds, and healthcare and technology funds. I also work with a large bank and a startup tech platform in bringing fund investments to high-net-worth individuals. Each deal is different and has its own challenges, but the common thread is bringing together a group of investors toward a shared investment purpose.
How did you choose this practice area?
At Cleary, corporate lawyers are encouraged to try various types of corporate work to find the practice area that fits best. I tried a number of practice areas, including mergers and acquisitions, debt finance, capital markets, and bankruptcy, but I ultimately enjoyed the clients, deal pace, and team structure in the private funds practice. Shortly after settling on the private funds practice, I rotated to our London office and spent just under a year there working exclusively on private funds matters.
What is a typical day like and/or what are some common tasks you perform?
My days are split between emails and calls on one hand, and closer attention to drafting and documentation on the other. We’re often raising multiple funds at the same time, so I spend much of my day on calls with clients and investors and trying to stay on top of emails providing advice on one-off issues or guidance on questions from associates. Once the day quiets down, I have the chance to really dig into a document that needs my attention, or to sit in my office with colleagues to talk through difficult issues.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I’m an advocate for people taking classes that interest them from professors whose style most engages them. No particular class is a prerequisite, but I do encourage law students to take at least one corporate-oriented class that interests them. I took a corporate bankruptcy class in law school that really helped me understand basic corporate principles, how companies fund themselves, and how tough issues are negotiated across stakeholders. I don’t practice in bankruptcy, but it was a great class for understanding those key concepts, and was more helpful than a private equity class with a different professor might have been.
What do you like best about your practice area?
The private funds practice is really relationship driven. We work closely with our clients through every stage of fund formation, from conception, through deployment of capital, to exiting investments, and hopefully raising a successor fund. We often form strong working relationships with the other law firms representing investors in the funds, and there are a number of repeat players. Everyone is excited about the prospect of partnering together for a common investing goal, which usually makes negotiations more pleasant.
What is unique about your practice area at your firm?
Much like our firm, our private funds practice has a culture of creativity and diversity of experience. We try to remain nimble, and every partner in the practice has a number of “majors” and “minors” covering various areas of the funds space, and also areas that are funds-adjacent or unexpected. For example, I’ve developed a sub-practice in social impact and ESG investing that doesn’t fill my calendar, but was an area of interest that the practice group encouraged and invested in.
What are some typical tasks that a junior lawyer would perform in this practice area?
We encourage our junior lawyers to take on significant responsibilities as soon as they feel comfortable. Our junior associates prepare first drafts of legal documents, participate in calls with clients and investors, and very quickly start handling smaller negotiations and interfacing directly with opposing counsel. A large fundraise involves hundreds of investors, which lends itself to getting junior associates involved quickly in issues, because it would be too much for the seniors to handle in a silo.
How do you see this practice area evolving in the future?
The private funds industry has been on a growth trajectory, and I expect that to continue. I expect more new strategies within large sponsor firms, new firms formed by managers striking out on their own, and increased access for affluent individual investors who are new to private equity. The industry is also more regulated than ever, and I expect that trend to continue. There will be more opportunities for lawyers with varying interests to get involved in the space, as it has become an important part of our economy.