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Julia D. Corelli

Julia D. Corelli is a partner in 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. She concentrates in private investment fund formation, operations and compliance, private equity investment transactions, venture capital investments, acquisitions and dispositions of business enterprises, joint ventures, and corporate/shareholder and partner/partner dealings. She is also experienced in matters of investment fund principal compensation and succession planning. She currently serves the firm as vice chair of its Executive Committee and co-chair of its Commercial Department.

Pepper Hamilton’s Investment Funds Industry Group is an interdisciplinary industry group comprised of more than 60 lawyers nationwide who focus their practices in areas vital to the success of all types of investment funds throughout their entire life cycle, including with respect to formation, transactional and investment, operational, and regulatory and compliance matters. The Funds Services Group provides fund formation, operations and compliance counseling to sponsors, managers, advisers, and investors from all over the United States, and globally. The group advises investment groups about the complex structuring, operational, and regulatory challenges they face on a daily basis in the investment management business.

In recent engagements, Ms. Corelli has:

  • 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
  • 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
  • assisted oil and gas partnerships in completing investments in domestic oil and gas assets, 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 on contracting, financing, licensing, outsourcing, domestic and international structures and operations, and related matters
  • counseled boards of directors regarding reorganizations, recapitalizations, strategic partnering, governance and fiduciary matters
  • advised 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 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, and partnership, limited liability company and S corporation planning and operational issues.

Ms. Corelli’s speaking engagements and publications include:

  • “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,” 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
  • “Fundraising for P.E. & V.C. Firms – Why Prospects Look Bright for First-Time Managers,” Capital Roundtable, New York, NY, February 2008
  • “Adapting to Changes in Non-Tax Definitions,” Private Equity Fund Formation Management, Boston, MA, November 28-30, 2007
  • “Spotlight on Legal Issues: Developing FoF Strategies for Dealing With What You Don’t Control,” IIR’s 2nd Annual Private Equity Fund-of-Funds, Boston, MA, November 27-28, 2007
  • “Term Sheet Negotiations by Funds,” Kauffman Fellows Program, Babson College, Boston, MA, November 2007
  • “Structuring Private Equity Fund Investments in LLCs,” IIR Venture Capital and Private Equity, Palo Alto, CA, October 2007
  • “When Hedge Funds and Private Equity Funds Partner, Conflicting Obligations May Arise” Pepper Hamilton LLP Private Equity Law Update, June 2007
  • “Fundraising for PE and VC Firms – Winning Strategies for Experienced & Emerging Managers,” Capital Roundtable, New York, NY, May 2007
  • “New Developments in Non-Tax Law Affecting Your Funds,” IIR Private Equity Fund Formation and Operations, Boston, MA, December 2006
  • “Private Equity as an Alternative Source of Capital,” PBI Business Lawyers Institute, Philadelphia, PA, November 2006
  • “Private Equity Fund Economics: Allocations and Distributions,” IIR Venture Capital and Private Equity Tax Practices, San Francisco, CA, October 2006
  • “Fundraising for PE and VC Firms – Winning Strategies for Follow-on & Start-Up Funds,” Capital Roundtable, New York, NY, September 2006 and May 2006
  • “Navigating the Legal & Regulatory Landscape” and “Best Practices of Fund Governance,” IIR Private Equity Fund Formation and Operations, Boston, MA, December 2005
  • “Fund Allocations, Accounting” (with Mary Kuusisto and Greg Vlahos), IIR Private Equity Tax Practices, San Francisco, CA, October 2005
  • “Buy-Sell Agreements, Atlas – Negotiating and Drafting Major Commercial Agreements,” Philadelphia, PA, June 2005.
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 also served on the Executive Committee from 2003 to 2009. She is a member of the American, Pennsylvania and Philadelphia Bar Associations.

Education
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


Bar Admissions
Admitted to practice in Pennsylvania

Julia D. Corelli
Partner
Phone: 215.981.4325
Fax: 215.981.4750
corellij@pepperlaw.com
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Office(s)
Philadelphia

Practice Area(s)
Corporate and Securities
Corporate Governance

Crowdfunding and Peer-to-Peer Lending
Employee Benefits and Executive Compensation

Funds Services
Health Care Services

International
Investment Funds Industry Group

Life Sciences
Mergers, Acquisitions and Joint Ventures

Private Equity
Securities Offerings and Public Company Compliance

Small Business Investment Company (SBIC) Practice
Technology and IP Transactions

U.S.-India
Venture Capital


Articles


Observation 1.3 on the Volcker Rule: What Fund Managers Need to Know About the Volcker Rule Impact on Client Bank Investors

Pre-formation Investments: Thinking Ahead


How Legal Considerations Shape Succession Planning

The EU’s Alternative Investment Fund Managers Directive: Marketing Impact on Non-European Fund Managers


Relationship Between New Rule 506(c), Regulation S and AIFMD

Private Equity Co-Investments


Best Practices in Structuring Co-investments

Investment Funds Need to Be Aware: Broker-Dealer Private Placement Compliance Requirements Are Now in Effect


SEC’s Proposed Elimination of Prohibition against General Solicitation and Advertising in Rule 506 and Rule 144a Offerings is Fund-Friendly

FINRA Rule 5123: A New FINRA Member Broker-Dealer Compliance Requirement When Selling Private Placements


The SEC Audit Process: A Survival Guide

It's Back - Super Effort to Tax Carry


SEC Adopts Final Rules Implementing Dodd-Frank’s Investment Adviser Registration Requirements and Exemptions

Core Elements


Passages to India

To Encourage Investment, Small Business Jobs Act Includes Short-Term Full Exclusion from Gross Income of Gain from QSBS


To Encourage Investment, Small Business Jobs Act Includes Short-Term Full Exclusion from Gross Income of Gain from QSBS

Carried Interest Legislation Tabled (Again)


Extenders Bill Update

Beware the ‘Ponzi Scheme Presumption’ – New SEC Unit to Investigate Asset Managers


Capital Call Defaults Can Have Severe Consequences for Funds

Frequent Fund Transfers and Redemptions Creating PTP Status Concerns


IRS to Focus on Taxation of Offshore Funds' Investment in U.S. Debt

When Hedge Funds and Private Equity Funds Partner, Conflicting Obligations May Arise


Clubs Are Trumps: Making Club Deals Work

Rethinking the Use of a Corporate Holding Company for Preferred/Common Investments


Pension Protection Act of 2006

Pre-Closing Conduct: Sometimes Patience Is a Virtue


Avoiding Trouble with Dividend Recaps


Articles


Co-Investments, Club Deals and Direct Investing

Emerging Issues on SEC New Rule 506(c)


Current Legal, Tax and Business Issues Facing Indian Investment Funds


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