Peter Laybourn is a partner in Ropes & Gray’s asset management group and co-head of the firm’s private funds practice. Focusing on private equity and other private funds, Peter steers clients through complex fundraisings and transactions ranging in size from a hundred million to many billions of dollars.
Drawing on his extensive experience in the formation of growth and buyout funds, credit funds, energy funds, funds of funds, co-investment funds, venture capital funds and secondary funds for both emerging and well-established firms, Peter brings deep insight and creativity to the fundraising process, as well as a practical and commercial approach.
In addition, Peter regularly helps clients navigate critical operational and governance matters and complex fund level transactions. Throughout his career, he has worked closely with private fund sponsors on domestic and international fund formations, GP-led fund restructurings, spinoffs, succession planning, joint ventures, and general investment management matters.
In his recent role as co-leader of the firm’s buyout and equity funds team, Peter spearheaded the development of a proprietary database of buyout fund formation terms, together with his co-leader. The database has been an important tool for helping clients to understand market trends in this area.
Peter works with the following clients, among others:
- Antares Capital
- ArcLight Capital
- Audax Group
- Bain Capital
- Baupost Group
- Breakthrough Energy Ventures
- Constitution Capital Partners
- Hamilton Lane
- Neuberger Berman
- Shoreline Equity Partners
- Thomas H. Lee Partners
Peter’s experience includes advising on a range of funds and other transactions, including representing:
Buyout and Growth Funds
- A long-standing buyout fund sponsor in its domestic and international offering of its recent flagship, $3.5 billion dollar buyout fund.
- A buyout fund sponsor in the offering of a $5 billion dollar buyout fund.
- A buyout fund sponsor in its offering of a $1.5 billion buyout fund.
- A long-standing buyout fund sponsor in its offering of a geography-focused $1.5 billion dollar buyout fund.
- A mid-market sponsor in its domestic and international offering of a $600 million health care focused buyout fund.
- Buyout fund sponsors in GP-led secondary transactions with multiple and single assets.
- A first-time private equity fund sponsor in its formation of a $300 million buyout fund.
- A growth fund sponsor in its formation of a $300 million growth fund.
- One of the most active mid-market credit fund sponsors in its formation of a $2 billion direct lending fund.
- Credit fund sponsor in organizing several separately managed accounts totaling over $1.25 billion, as well as general compliance and internal matters.
- A publicly traded institutional investor in the formation of multiple credit funds.
- A large New York-based financial institution in the launch of a credit fund platform, spanning both junior and senior lending products.
- A long-standing buyout and credit fund sponsor in its formation of a $1.5 billion dollar special situations fund.
Funds of Funds, Co-Investment Funds, Secondaries Funds
- A large New York-based financial institution in its domestic and international offering of several multi-billion dollar funds of funds.
- A large alternative asset management firm in implementing arrangements for internal carry allocation mechanics and co-investment arrangements.
- A large New York-based financial institution in its domestic and international offering of a $2+ billion co-investment fund.
- A publicly traded private equity fund sponsor in the formation of a $3.9 billion secondaries fund.
Venture Capital Funds
- A venture capital fund sponsor in the formation of a $2 billion venture capital fund.
Restructurings, Spinoffs and JVs
- A private equity sponsor with a fund restructuring in a stapled secondary transaction.
- A private equity platform with its spinoff from a larger financial institution.
- A large sponsor in connection with several multi-national investment joint ventures.
Succession Arrangements and Reorganizations
- Both retiring founders and successors in several succession arrangements.
- A private equity fund sponsor with an extensive internal reorganization of its firm and business relationships, including divestiture of minority ownership.
- Quoted, “Building Momentum Remains Key for Raising First-Time Private Equity Funds,” The Wall Street Journal (September 30, 2022)
- Co-author, “Single Asset Fund Recapitalizations: Key Considerations for Sponsors and Investors,” LexisNexis (February 23, 2021)
- Quoted, “The Difficulties Of PE Fundraising In A Post COVID-19 World,” Law360 (April 24, 2020)
- Quoted, “How Fund Managers Can Withstand the Coronavirus Pandemic: Marketing Disruptions, Key Person Clauses and Cybersecurity Concerns (Part Two of Three),” The Hedge Fund Law Report (April 9, 2020)
- Quoted, “Withstanding the Coronavirus Pandemic: Key Person Clauses, Fundraising Disruptions and Deal Flow Issues (Part Two of Three),” The Private Equity Law Report (March 31, 2020)
- Quoted, “Withstanding the Coronavirus Pandemic: Form ADV Filing Relief, Investor Communications and Liquidity Risks (Part One of Three),” The Private Equity Law Report (March 24, 2020)
- Quoted, “ILPA Model LPA Faces Sizable GP Skepticism En Route to Becoming a Fixture in PE Fund LPA Negotiations (Part Three of Three),” The Private Equity Law Report (January 7, 2020)
- Quoted, “ILPA Model LPA Attempts to Redistribute Economic Risk From LPs to GPs (Part Two of Three),” The Private Equity Law Report (December 17, 2019)
- Quoted, “ILPA Model LPA Seeks to Empower LPACs and Increase GP Accountability for Fiduciary Duties (Part One of Three),” The Private Equity Law Report (December 10, 2019)
- Quoted, “A Look Inside The Largest PE Funds That Closed In Q3,” Law360 (October 11, 2019)
- Quoted, “SEC Push to Boost Alts Access May Spark 401(k) Reforms,” FundFire (August 7, 2019)
- Quoted, “US small cap buyout funds outperform mega vehicles, study finds,” S&P Global Market Intelligence (June 24, 2019)
- Quoted, “The changing face of the LPA,” Private Equity International (May 2019)
- Quoted, “The Secrets to Succession Planning,” Private Equity International (November 29, 2017)
- Quoted, “Shouldering the burden of legal fees,” Private Funds Management (October 3, 2016)
- Quoted, House votes to expand ‘accredited investor’ definition,” Private Equity International / Private Funds Management (February 4, 2016)
- Speaker, “The Road Ahead for Buyout Funds: Fundraising, Valuation & Liquidity Updates” Ropes & Gray Teleconference (April 23 & 30, 2020)
- Panelist, “Continued momentum of the closed-end fund market,” Maples Investment Funds Forum 2020 (February 13, 2020)
- Speaker, “Key Trends in Private Equity,” International Bar Association’s 20th Annual International Conference on Private Investment Funds (March 2019)
- Speaker, "Fund Formation Legal Update," Fund Finance Summer Update (September 7, 2017)
- Speaker, “International Offerings of U.S. Private Investment Funds,” Luxembourg Private Equity and Venture Capital Association (June 8, 2017)
- Speaker, “Waterfall Discussion: Variations in Structuring Carried Interest Waterfall Models,” Wells Fargo Global Fund Services and RSM US LLP Private Equity Asset Manager Summit (May 18, 2016)
DisclaimerRopes & Gray International LLP is a limited liability partnership registered in Delaware, United States of America and is a recognised body regulated by the Solicitors Regulation Authority (with registered number 521000).
- JD, Duke University School of Law, 2004
- Visiting Student, Harvard Law School, 2004
- LLM, University of Copenhagen Faculty of Law - Denmark, 2002
- BA Juris (LLB equivalent), University of Copenhagen Faculty of Law - Denmark, 2000
Admissions / Qualifications
- Massachusetts, 2004
- Boston Magazine “Top Lawyers” (2021)
- Chambers USA (2021-2022)
- The Best Lawyers in America (2022-2023)
- Legal 500 (2017-2019); Next Generation Lawyer (2017-2019)
- IFLR 1000 (2016-2023)