Jason R. Nelms

Jason R. Nelms is a corporate partner based in Morrison & Foerster’s Hong Kong office. He focuses on advising Asia-based and U.S. sponsors and investors in the structuring, formation, and offering of private investment funds, including private equity funds, real estate funds, hedge funds, co-investment vehicles, and other alternative investment products.

Mr. Nelms also advises fund sponsors regarding management company structuring, carried interest plans, shareholders’ agreements, and related internal governance matters, and has counseled investment firms and their principals in the purchase and sale of significant minority interests in asset management businesses.

Mr. Nelms has more than 10 years of experience in both Asia and the U.S. Prior to joining Morrison & Foerster, he worked in the Hong Kong and New York offices of other leading U.S. law firms.

Representative Transactions

• Representation of IndoSpace on the formation of IndoSpace Core, its US$1.2 billion joint venture with Canada Pension Plan Investment Board which will focus on acquiring and developing modern logistics facilities in India.
• Representation of Global Logistic Properties in the establishment of GLP Japan Development Venture II, a 50:50 joint venture with Canada Pension Plan Investment Board which is expected to reach US$2 billion over three years.
• Representation of GREE, Inc. in the formation of a venture capital fund focused on virtual reality-related technologies.
• Formation and offering of a $1 billion China-focused private equity fund sponsored by a newly-formed Hong Kong-based manager.
• Representation of an Asian sovereign wealth fund in connection with anchor investment in a $1 billion (target size) private equity fund sponsored by a leading Chinese investment bank.
• Formation and offering of a $500 million China-focused private equity fund sponsored by a leading Chinese investment bank.
• Representations of multiple investment advisers in connection with new investment adviser registrations and relevant exemptions to registration under the U.S. Investment Advisers Act.
• Formation and offering of two $500 million (target fund size) private equity funds (a Pan-Asia fund and a Japan-focused fund) sponsored by a leading Hong Kong-based manager.
• Formation and offering of a US$440 million Pan-Asia real estate fund sponsored by a leading Singapore-based manager.
• Formation and offering of a $500 million real estate-focused managed account vehicle sponsored by a leading Singapore-based manager for investment by a U.S. state pension investor.
• Joint representation of Singapore-based sponsor and anchor investor in connection with formation of a $2 billion hedge fund.
• Representation of an Asian sovereign wealth fund in connection with investment in a $6 billion (target size) Asia-focused private equity fund sponsored by a leading U.S.-based manager.
• Representation of an Asian sovereign wealth fund in connection with investment in a $8 billion (target size) North America-focused private equity fund sponsored by a leading U.S.-based manager.
• Representation of an Asian sovereign wealth fund in connection with investment in a $6.25 billion private equity fund sponsored by a U.S.-based manager.
• Representation of an Asian sovereign wealth fund in connection with investment in a $200 million private equity fund sponsored by a Japan-based manager.
• Representation of an Asian sovereign wealth fund in connection with investment in a $1.5 billion (target size) private equity fund sponsored by a U.S.-based manager.
• Formation and offering of a $1.6 billion healthcare-focused mezzanine fund sponsored by a leading U.S. private fund manager.
• Formation and offering of a $250 million real estate private equity fund sponsored by a leading U.S. private fund manager.
• Formation and offering of a $200 million biotech-focused venture capital fund sponsored by a leading U.S.-based, biotech-focused private fund manager.
• LP representation of an anchor investor in connection with the formation of a $1 billion life insurance company-focused investment fund.
• Representation of purchaser in connection with multiple LP secondary transactions.
• Formation and offering of four venture capital funds managed by a leading venture capital fund-of-funds manager.
• LP representation of European sovereign wealth fund in connection with a $1.5 billion investment in fund of-one private equity fund-of-funds.
• Formation and offering of a $150 million direct loan fund and related managed account vehicles sponsored by newly established U.S.-based private fund manager.
• Formation and ongoing maintenance of a Latin America-focused hedge fund sponsored by an emerging leading markets-focused hedge fund manager.
• LP representation of a large ERISA investor in connection with several fund-of-one, managed account, and pooled investment vehicle investments.
• Ongoing maintenance of a $1.1 billion hedge fund sponsored by a leading biotech-focused private fund manager.
• Formation and offering of seven venture capital funds managed by a leading U.S.-based venture capital fund manager.
• LP representation of a U.S. state pension investor in connection with a $180 million anchor investment in liquid debt fund.
• Formation and offering of a $60 million early-stage venture capital fund sponsored by a leading early-stage venture capital manager.
• Formation and offering of a $20 billion flagship private equity fund sponsored by a leading U.S.-based investment bank.
• Formation and offering of a $1.8 billion private equity fund focused on minority investments in third-party hedge fund management companies, sponsored by leading U.S.-based investment bank, and marketed primarily to sovereign investors.
• Ongoing maintenance of flagship hedge fund with AUM of $12 billion and sponsored by a leading U.S.-based investment bank.
• Formation, offering, and ongoing maintenance of a $5 billion hybrid global real estate fund sponsored by a leading U.S.-based investment bank.
• Formation and offering of investment vehicles in connection with management by a leading U.S.-based investment bank of equity portfolios for U.S. state and municipal pension funds.
• Negotiation of exclusive placement agreements and related formation and offering of private equity “access funds,” sponsored and/or managed by a leading U.S.-based investment bank to facilitate indirect investments in third-party private equity funds.
• Formation, offering, ongoing maintenance, restructuring, and/or winding-up of numerous funds managed by a leading U.S.-based fund-of-funds manager with AUM of $17 billion.
• Formation, offering, and ongoing maintenance of private equity and hedge funds sponsored by a Brazil-based investment manager focused on real estate, agricultural, and debt opportunities with AUM of $1.8 billion.
• Sale of minority stake in Brazil-based hedge fund manager.
• Sale of minority stake in U.S.-based private equity fund manager.
• $35 billion sale of client Burlington Resources to ConocoPhillips.
• $86 billion merger of client BellSouth Corporation with AT&T Inc.