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Bruce W. MacLennan

Fax +1.917.558.3567
Mr. MacLennan is a partner in the firm’s investment management practice group. He counsels U.S. and Asian clients on complex cross-border business transactions, principally in the areas of alternative investment fund formation and the structuring of non-pooled investment vehicles; private equity and venture capital investments; secondary market transactions; mergers and acquisitions; and the structuring of joint ventures, strategic alliances, and customized business partnerships, typically in transactions of up to $2 billion in size. He also provides guidance to fund managers and investors on investment-related regulatory compliance under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Mr. MacLennan is also a member of the firm’s global ethical supply chain practice group and advises his private fund manager and investor clients on human rights-related and other ethical risks in connection with investments as well as providing regulatory and strategic guidance with respect to ESG and impact investing.

Professional Background

Prior to joining K&L Gates in 2015, Mr. MacLennan accrued extensive experience in the areas of cross-border M&A, multi-jurisdictional fund formation and regulatory compliance and inbound and outbound private equity and venture capital investments based in Tokyo, Japan for nearly 14 years followed by 9 years based in New York.

Professional/Civic Activities

  • Alternative Investment Management Association
  • Managed Funds Association
  • International Bar Association, Investment Funds Committee Member
  • Investment Adviser Association
  • New York State Bar Association
  • Illinois State Bar Association

Speaking Engagements

  • Private Fund Developments, New York Investment Management Conference, K&L Gates LLP, New York, October 2019
  • New York Investment Management Conference -- Speaker, K&L Gates LLP, New York, April 2018
  • Private Fund Seminar -- Panelist, K&L Gates LLP, New York, April 2016
  • New Manager Forum, New York, NY, April 2016
  • Long Term Investments – Trends in Private Equity Terms and Conditions, Asian Alternative Investments Network (AAIN), May 6, 2014
  • Regulations for Global Alternative Investment Sector; Market Updates: U.S., Asia and Europe, New York, NY, Asian Alternative Investments Network (AAIN), New York, NY, January 30, 2013
  • Japanese Commercial Law Reform, Roundtable with Ministry of Economy, Trade and Industry (METI) officials, November 2002
  • Financing Bio-Ventures, Presenter, Commercializing Biotechnology Inventions: Going from the Research Lab to the Market, Osaka, Japan, 2002
  • China’s Accession to the WTO: Opportunities for Japanese Investors, Chair, 2002
  • Setting Up Operations in Japan, Presenter to Delegation of Israeli Business Leaders, Israel Embassy in Tokyo, December 2001
  • Preferred Stock Financing: Leveraging Equity to Increase Value, Presenter, Tokyo First Bar Association, Asian Venture Forum, Japan, 2001
  • How to Structure a Japanese Joint Venture – Returns and Exits, Presenter, Private Equity in Japan Seminar, October 5, 2000

Additional Information

  • “急増するESG投資…新たな企業分析手法に見るビジネスチャンス (ESG Investing: Risk or Reward?)”, Gentosha Gold Online, June 24, 2019
  • “海外投資ファンド実務への金融商品取引法の影響 (The Effect of the Financial Instruments and Exchange Act of Japan on Foreign Fund Management),” Co-Author, 資本市場-月刊 (Capital Markets Research Institute Monthly), July 2010
  • “Commercial Code Reform,” J@pan Inc., February 2002
  • “Localization: First Impressions Speak Volumes,” J@pan, Inc., May 2001
  • “Asia Private Equity Review: Japan,” Co-Author, Private Equity and Venture Capital 2001 – A Legal Guide, International Financial Law Review, 2001
  • “Capitalizing Emerging Companies: The Use of No-Par Stock,” Nikkei Business, December 4, 2000
  • “Survey – Foreign Investment in Japan: Joint Ventures,” The Financial Times Online, November 17, 2000
  • “A Tale of Two Cities' Business Models: A look at the Kyoto IT Environment through the Eyes of a Tokyo-Based Lawyer,” Kyoto Business Journal Online, February 28, 2000
  • Currently representing a major global IT company based in Japan as outside corporate counsel on a range of multi-jurisdictional commercial transactions and regulatory matters.
  • Currently representing a Korean agritech company on a $50 million investment by two U.S.-based private equity investors and concomitant restructuring of the client’s corporate group.
  • Currently advising an institutional investor on investments in private investment funds based in the Cayman Islands, the U.S., and the U.K., including private equity funds, hedge funds, real estate funds, CLO management vehicles, alternative investment funds and others.
  • Advised large US institutional investor on restructuring of its US$43 million investment in a UK CLO fund manager; renegotiation of the terms and conditions of its US$30 million investment in a US Real Estate fund; negotiation of terms and conditions of its US$25 million investment in a US structured credit fund; negotiation of terms and conditions of its US$25 million investment in a US credit fund; negotiation of terms and conditions of its US$25 million investment in a US direct lending fund; negotiation of terms and conditions of its US$25 million investment in a US credit fund; negotiation of terms and conditions of its US$70 million aggregate investment in two apartment lending funds and the subsequent restructuring of the investments; negotiation of terms and conditions of its US$20 million investment in a US natural resources fund; and negotiation of the terms and conditions of capital call facilities in connection with its commitments in two separate funds, among others.
  • Represented a Singapore-based private fund manager in the formation of a Cayman Islands-based fund to finance an aircraft parts leasing operation.
  • Represented a consortium of Singapore-based investors in the restructuring of a global nanotechnology company with entities in the U.S., Japan, Singapore, Israel, Taiwan and China.
  • Represented a major Asian investment management firm in a venture investment in a Canadian biotechnology company.
  • Represented Seoul, Korea-based agribusiness in its capital raise from a consortium of investors, including a major Asian asset manager, a US-based strategic investor and three Korean corporate investors.
  • Advised a fund sponsor/manager with operations in Tokyo and Singapore on the formation of a private equity fund that will invest in opportunities in Japan and throughout Asia. The fund structure involved parallel structures accommodating investors in Japan and Singapore.
  • Represented a major Japanese technology company in its acquisition, and subsequent sale, of a majority stake in a West Coast Web services company. The acquisition of the interest required a complex restructuring of the target company.
  • Advised a major Japanese private investment firm in the structuring and establishment of a Mauritius-based fund with feeder vehicles in the Cayman Islands and management entities based in Mauritius, New York, Tokyo and India.
  • Advised a Japanese private equity firm in discreet issues relating to structuring the distribution of carried interest to the management and investment teams of a Cayman Islands-based fund. The fund invests in pre-IPO companies in Turkey in the banking, consumer products and manufacturing sectors.
  • Advised a Singapore-based private equity firm in the structuring and establishment of a Cayman Islands-based captive fund focusing on private equity investments in Japan, China and Southeast Asia. The fund was formed for the exclusive service of a Middle Eastern family office.
  • Served as global counsel in the formation of a multijurisdictional fund, comprising a Japanese statutory investment partnership in Japan and multiple parallel feeder funds formed as Cayman Islands-exempted corporations in order to afford tax efficiencies for foreign investors seeking to participate in the Japanese master fund.
  • Advised Ant Global Partners Pte., Ltd., a Singapore-based investment manager, on the formation of a Japan-directed captive fund that invests in underperforming stocks on the Tokyo Stock Exchange, for a major global asset management firm with headquarters in New York.
  • Advised CTF Partners Pte., Ltd., a Singapore-based fund manager affiliated with Tokyo fund manager ACA, Inc., on the structuring and establishment of a cleantech investment fund as a Cayman Islands limited partnership, for investment in cleantech projects in Indonesia in concert with the government of Indonesia and the World Bank.
  • Advised MASA, Inc. and its successor Rock Spring Partners, Inc. in the formation of two strategic biotech funds as Delaware limited partnerships.
  • Advised BCF Partners on the structuring and establishment of a technology investment fund connecting Japanese investors with Israeli technology. The fund was formed with the purpose of investing primarily in late-stage, private Israeli technology and private and listed Japanese companies. The managers of the fund are based in Japan, Israel and Switzerland.
  • Represented Nikko antfactory in its sales of portfolio assets on the secondary market, including cross-border sales of their interests in venture and private equity funds to third party acquirors.
  • Structured and formed an investment firm in Tokyo, Japan as a joint venture between Nikko Principal Securities, the investment subsidiary of Nikko Cordial Securities, the third largest Japanese retail securities brokerage, and a British incubator, antfactory.