Andrew Rosell Image
Meet Andrew

Andrew Rosell

Shareholder; Chair, Investment Management & Private Funds Industry Group

Andrew Rosell is a business and solution-oriented attorney, strategically guiding investment managers, family offices and professional and institutional investors in all aspects of their business.  He brings to the table a robust background as a staff auditor at Ernst & Young focusing on real estate audit and consulting, as well as more than 8 years serving as the former General Counsel and Chief Compliance Officer at Kleinheinz Capital Partners, Inc., a multi-billion-dollar SEC registered investment adviser.  

Because of this unique background and experience, Andrew has a comprehensive understanding of not only the accounting side of transactions, but also the business, trading, investment, and strategy aspects of the investment industry.  This depth of knowledge allows him to advise clients on day-to-day operations and the most complex transactions and legal issues, finding creative solutions and avenues to successfully get the deal done.

Andrew chairs our Investment Management & Private Funds Industry Group, heading up a full-service team of attorneys working with clients across the country and beyond.  He has a diverse corporate and securities practice representing investment fund managers, wealth managers, family offices and private companies.

He primarily focuses on the representation of registered investment advisers on a wide range of issues such as formation and structuring, regulatory compliance, strategic transactions (e.g. seed deals and growth acceleration transactions), strategic mergers and acquisitions, investment portfolio transactions, due diligence, fund formation and liquidation and business cessation.  He also advises clients on the regulatory and securities laws associated with investments in digital assets, as well as the incredibly important issue of cybersecurity as it pertains to investment advisers and the highly sensitive client data they retain.

Andrew also has significant industry experience beyond investment management.  He regularly represents and works with companies in the oil & gas, insurance and healthcare industries. In this capacity, he often acts as outside general counsel addressing corporate governance, and contract negotiations, as well as merger and acquisition transactions.

Andrew is the co-author of Winstead’s Investment Insights Blog.

Outside his legal practice, Andrew is a member of the board of trustees for Cook Children’s Medical Foundation where he serves on the Audit Committee, and the boards of directors for Cook Children’s Medical System and Cook Children’s Health Plan. Andrew is a founding board member of STREAM Foundation, a Dallas based organization focused on providing scholarship and internship opportunities to students from underrepresented groups in the area of asset management.  Andrew also sits on the boards of directors for Texas Alternative Investment Association and Capital for Kids.  Andrew also served the City of Fort Worth as a member of the Ad Hoc Gas Well Revenue Advisory Committee (2005) and currently serves on the City’s Entrepreneurship and Innovation Committee. 

Andrew and his family are avid runners competing in cross country, half-marathons and marathons. 

Experience

Fund Formation 

  • Represent numerous clients in the formation of private funds investing in public equity and debt securities, derivatives and commodity interests, private equities, oil and gas interests, and other investment assets.
  • Represent client in the formation of a private fund focused on long and short investments in MLPs. Represent client in the formation of a private fund focused on special situation investments in public markets.
  • Represent client in the formation of private equity funds focused on acquiring performing and non-performing loans and acquiring REO.
  • Represent client in the formation of a private equity fund focused on originating and acquiring performing and non-performing loans and acquiring REO.
  • Represent numerous clients in the formation of private funds and vehicles with long-only investment strategies.
  • Represent numerous clients in the formation of private equity funds focused on the acquisition of mineral interests and royalty rights.
  • Represent numerous clients in the formation of venture capital funds.
  • Represent client in the formation of a hybrid fund of hedge funds with a $100 million seed investor.  The hybrid portfolio consisted of 50% public securities and 50% investments in hedge funds.
  • Represent clients in the formation of private funds to invest in cryptocurrencies and other digital assets.
  • Represent client in the formation of a commodity pool to invest in energy-related commodity interests.
  • Represent a real estate developer and manager in the formation of Qualified Opportunity Zone Funds for the acquisition and development of real estate assets in opportunity zones as designated by the US Treasury Department.
  • Represent a real estate development and manager in the formation of multiple co-investment vehicles affiliated with a private fund with more than $150 million in committed capital.
  • Represent a real estate development and manager in the formation of a private investment fund with $250 million in committed capital and an associated series co-investment vehicle.
  • Represent a real estate development company in the formation and offering of a programmatic series investment fund.
  • Represent an investment adviser in the formation of multiple SPVs for the investment in institutional private real estate funds.
  • Represent a venture capital investment manager in the formation of parallel private investment funds with $25 million of committed capital focused on early stage investments in life sciences.
  • Represent a venture capital investment manager in the formation of parallel private investment funds with $50 million of committed capital focused on early stage investments in life sciences.
  • Represent a venture capital investment manager in the formation of an SPV focused on renewable energy investments.
  • Represent a venture capital investment manager in the formation of an SPV focused on alternative power delivery systems.

M&A Transactions

  • Represented a founder in the sale of his interest in a multi-million dollar fund manager and general partner.
  • Represented numerous wealth adviser clients in the acquisition of competitive registered investment advisers.
  • Represented a publicly traded company as special counsel in the acquisition of a registered investment adviser.
  • Represented a registered investment adviser as special counsel in the acquisition of a strategic competitor.
  • Assisted a private endowment with the negotiation of a $25 million investment management relationship with a Wall Street investment manager.
  • Represented numerous clients in negotiations of agreements for the management of institutional separately managed accounts.
  • Represented a sponsor in the acquisition and expansion of a services company in the real estate industry.
  • Represented a sponsor in the acquisition and expansion of a meat processing company.

Strategic Investment Transactions

  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of a strategic investor agreement for the funding of operating capital for the adviser and $30 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of a strategic investor agreement for the funding of operating capital for the adviser and $10 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment funds structured in an onshore and offshore master-feeder structure, including the negotiation of a strategic investor agreement for a multi-million dollar seed capital investment in the investment fund.
  • Represent a new investment adviser and affiliated private investment funds structured in an onshore and offshore master-feeder structure, including the negotiation of a strategic investor agreement for a multi-million dollar acceleration capital investment in the investment fund.
  • Represent an institutional investor with a strategic investment support arrangement for an event driven investment fund structured as an onshore and offshore master-feeder structure.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of separate strategic investor agreements for over $50 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of separate strategic investor agreements for over $25 million of seed capital for the investment fund.
  • Represent a new investment adviser and affiliated private investment fund, including the negotiation of a strategic investor agreement for the funding of operating capital for the adviser and $10 million of seed capital for the investment fund.
  • Represent an investor with a passive investment in a Qualified Opportunity Zone Fund owning an operating company within a Qualified Opportunity Zone, as designated by the US Treasury Department.

Advisory Engagements

  • Represent family office clients in the due diligence of investments in private investment funds and the negotiations of associated side letters.
  • Represented a Chapter 11 Trustee in successful reorganization of collateral loan obligation portfolio manager with issues related to RIA compliance and offshore private fund governance (N.D. Tex. 18-30264 &18-30265).
  • Represent a family office client in the strategic expansion of investment teams and investment opportunities.
  • Represent numerous registered investment advisers with Advisers Act compliance.
  • Represent numerous registered investment advisers with the completion of regulatory audit responses.
  • Represent numerous clients in the response to subpoenas, investigations, enforcement actions and other inquiries from securities regulatory agencies (state and federal).