Julia D. Corelli
Julia D. Corelli is a partner with Pepper Hamilton LLP’s Corporate and Securities Practice Group and co-chairs its Funds Services Group, a core constituent of Pepper’s Investment Funds Industry Group (IFIG). She concentrates in private investment fund formation, operations and compliance, private equity investment transactions, venture capital investments, acquisitions, dispositions and financings of business enterprises, joint ventures, and intra-partner dealings. She also is experienced in matters of investment fund principal compensation and succession planning and serves as general outside counsel to family offices. The industry focus of funds and companies she counsels include biotechnology health care services, financial services, peer-to-peer lending, energy and natural resources, and real estate. She currently also serves the firm as vice chair of its Executive Committee and co-chair of its Commercial Department.
As a member of IFIG, Ms. Corelli is one of more than 60 lawyers nationwide in this multidisciplinary group, which focuses on areas vital to the success of all types of investment funds throughout their entire life cycle. Within IFIG, the Funds Services Group provides fund formation, operations and compliance counseling to sponsors, managers, advisers and investors from within and outside the United States. The group advises investment groups about the complex structuring, operational, and regulatory challenges they face on a daily basis in their investment management business and the deployment of the capital under their management.
In recent engagements, Ms. Corelli has:
Ms. Corelli has spoken before numerous trade and bar associations and other functions on a variety of topics, including domestic and foreign private investment fund formation and operation issues, investment structures used by private investment funds, buy-sell agreements, succession planning and partnership, limited liability company and S corporation planning and operational issues.
- advised over 50 principal groups on the formation and operation of private investment funds, including private equity, growth, venture, angel, real estate, oil and gas, bond, distressed and hedge funds
- advised institutional fund investors and their investee companies on investments in and development of peer-to-peer lending (SME and consumer) businesses
- assisted funds and strategic investor groups, as well as operating companies, in completing leveraged buyouts, venture capital investments, management buyouts, recapitalizations, mergers, and asset and stock acquisitions
- designed and developed oil and gas investment partnerships and assisted them in completing investments in domestic oil and gas assets, including exploration and development agreements and joint operating agreements
- counseled funds, investors and corporate clients regarding allocations and distributions, succession planning and buy-sell arrangements, as well as carry and incentive equity arrangements
- counseled operating companies in various industries on contracting, financing, licensing, outsourcing, domestic and international structures and operations, and related matters
- served as special board counsel in reorganizations, recapitalizations, strategic partnering, governance and fiduciary matters
- advised private equity and venture backed companies regarding board issues, contracting, outsourcing, incentive equity and capitalization matters, buy-sell and other shareholder relations matters, and domestic and international structures and operations.
Ms. Corelli’s speaking engagements and publications include:
Ms. Corelli joined Pepper in 1984. From 1989 through 1998, she was a member of the firm’s tax group, where she became a partner in 1992. She served on the Executive Committee from 2003 to 2009.
- “Update on the Current Trends Impacting the Private Equity Compliance Community,” Private Fund Compliance Forum 2014, New York, NY, May 6, 2014
- “Top 5 Things You Should Know About Online Direct (P2P) Lending Law and Regulations — Before You Do Anything Else!” (co-author), Pepper Hamilton LLP Crowdfunding and Peer-to-Peer Lending Alert, April 29, 2014
- “Observation 1.3 on the Volcker Rule: What Fund Managers Need to Know About the Volcker Rule Impact on Client Bank Investors,” Pepper Hamilton LLP Client Alert, April 3, 2014
- “Pre-Formation Investments: Thinking Ahead,” Private Equity International’s Fund Structuring Supplement, April 2014
- “Emerging Issues on SEC New Rule 506 (c),” The Knowledge Group, April 3, 2014
- “How Legal Considerations Shape Succession Planning,” Chapter 9 of Succession Planning in Private Equity by PEI, January 2014
- “The EU’s Alternative Investment Fund Managers Directive: Marketing Impact on Non-European Fund Managers,” Pepper Hamilton LLP Client Alert, September 4, 2013
- “Relationship Between New Rule 506(c), Regulation S and AIFMD,” Pepper Hamilton LLP JOBS Act Client Alert, August 28, 2013
- “Co-Investments, Club Deals and Direct Investing,” Family Offices Group webinar hosted by PrivateEquity.com, August 28, 2013
- “Private Equity Co-Investments,” Association of Corporate Growth, July 2013
- “Best Practices in Structuring Co-investments,” The Legal Special 2013 - A Private Equity International Supplement, April 2013
- “Raising Private Equity Funds from Family Offices & Wealthy Individuals: New Models, New Ways of Thinking, New Structures,” The Capital Roundtable Conference, February 14, 2013
- “Investment Funds Need to Be Aware: Broker-Dealer Private Placement Compliance Requirements Are Now in Effect,” Pepper Hamilton LLP Funds Services Alert, February 5, 2013
- “Administering LP Co-Investments,” Private Equity International’s CFOs and COOs Forum 2013, January 23-24, 2013
- “SEC’s Proposed Elimination of Prohibition against General Solicitation and Advertising in Rule 506 and Rule 144A Offerings Is Fund-Friendly,” Pepper Hamilton LLP Funds Services Alert, August 31, 2012
- “FINRA Rule 5123: A New FINRA Member Broker-Dealer Compliance Requirement When Selling Private Placements,” Pepper Hamilton LLP Funds Services Alert, June 22, 2012
- “The SEC Audit Process: A Survival Guide,” Private Equity International’s The Private Equity CFO & COO Digest 2012, April 23, 2012
- “It’s Back - Super Effort to Tax Carry,” Pepper Hamilton LLP Funds Services Alert, September 13, 2011
- “SEC Adopts Final Rules Implementing Dodd-Frank’s Investment Adviser Registration Requirements and Exemptions,” Pepper Hamilton LLP Client Alert, July 15, 2011
- “Complying Times,” Private Equity Manager Roundtable, New York, NY, July, 2011
- “Candor on Compliance,” Private Equity Manager Roundtable, New York, NY, November, 2010
- “Marketing, Advertising and Fund Solicitations,” Chapter 9 of The U.S. Private Equity Fund Compliance Guide, edited by C. Lerner of Fiduciary Compliance Associates, LLC; PEI Media, October 2010
- “Four Specialists in GP/LP Agreements Discuss How Best to Negotiate Term Sheets and Structures with Family Office Managers and Individual Investors,” Capital Roundtable – MasterClass, New York, NY, February 25, 2010
- “New Dos and Don’ts of Fundraising in 2010 – Bucking the Trend & Hitting Your Targets,” Capital Roundtable – MasterClass, New York, NY, October 6-7, 2009
- “A Proactive Approach to the New Operating Environment,” PEI Strategic Financial Management Conference, New York , NY, July 15-16 2009
- “Limited Partnerships Best Practices for Negotiating Your Terms & Conditions,” Capital Roundtable Workshop, New York, NY, May 2009
- “Investor Forum: FAS 157,” Alliance of Women Entrepreneurs (f/k/a WIN) Program, Philadelphia, PA, February 2009
- “Term Sheet Negotiations by Funds,” Kauffman Fellows Program, Babson College, Boston, MA, November 2008
- “Fair Value and Its Impact on Venture Capital and Private Equity” (with John J. DiBello), Private Equity Client Servicing Summit, FRA, New York, NY, October 2008.
Ms. Corelli is a member of the American, Pennsylvania and Philadelphia Bar Associations.
B.A. 1981 Yale University
J.D. 1984 Villanova University School of Law; editor, Villanova Law Review
LL.M. (Taxation) 1991 Villanova University Graduate Tax Program
Admitted to practice in Pennsylvania