Fund Formation for Impact Investment Funds: Legal Structures, Terms, and Compliance

Kristin E. Niver | Robinson & Cole LLP

Kristin Niver is counsel at Robinson & Cole LLP in the New York and Washington, D.C. offices with a focus on real estate finance and affordable housing transactions. She is a nationally recognized affordable housing finance and tax credit attorney, formerly an urban planner, working at the intersection of clean energy and affordable housing.

Kristin represents CDFI lenders, nonprofit organizations and green banks in transactions utilizing GGRF-funded loans and grants, IRA tax credits, and other IRA direct spending sources, as such programs increasingly supplement and complement the existing affordable housing development and financing tools of which she has extensive expertise. Kristin also counsels borrowers and developers who are the beneficiaries of same.

Kristin has been listed in The Best Lawyers in America for Real Estate Law since 2023, and in 2024 was honored with Bisnow’s DMV Women Leading Real Estate Rising Star Award. She attended U.C.L.A. School of Law, Columbia University, Graduate School of Architecture, Preservation and Planning and the University of Chicago.

Matthew Schernecke | Hogan Lovells US LLP

Matthew Edward Schernecke advises direct lenders, mezzanine investment funds, and venture capital investors in a variety of debt and investment transactions with borrowers of all sizes, types, and structures. He also counsels private equity clients and corporate borrowers on domestic and cross-border acquisition financings, out-of-court restructurings and workouts, bankruptcy matters, ESG and impact investment financings, and real estate financings. Matthew leads transactions spanning diverse industries, including financial services, real estate, retail, life sciences, health care, technology, food and beverage, hospitality, film and music entertainment, media, and telecommunications.

Matthew advises clients of all kinds on the financing aspects of sustainable investments with a broader social impact. He has broad knowledge and experience structuring and negotiating loan documents to embed and track social impact through ESG-oriented covenants and impact investment financing transactions. Matthew is a Fellow of the American College of Commercial Finance Lawyers, recognizing his commitment to the advancement and promotion of commercial finance law.

Prior to joining Hogan Lovells, Matthew was a partner at another multinational law firm, where he previously served as the New York office local practice group leader for the finance practice and as a leading member of its CARES Act Loan Program Task Force. He has also been sought after by top-tier organizations to speak on market practice during the COVID-19 pandemic, including the Loan Syndications and Trading Association (LSTA) and the American Bar Association (ABA). Matthew previously served as a law clerk to Federal Magistrate Judge Cheryl L. Pollak of the U.S. District Court for the Eastern District of New York.

I. Fund types and legal structures for impact investment funds | 1:00pm – 1:12pm

II. Essential formation documents and their purposes | 1:12pm – 1:24pm

III. Negotiating key fund terms | 1:24pm – 1:36pm

IV. Compliance and tax considerations | 1:36pm – 1:48pm

V. Integrating impact and public sector layers | 1:48pm – 2:00pm

Break | 2:00pm – 2:10pm

VI. Typical timelines for fund formation | 2:10pm – 2:25pm

VII. Types of investors: CRA-motivated banks vs. private donors | 2:25pm – 2:40pm

VIII. Differences in investor objectives and expectations | 2:40pm – 2:55pm

IX. Downstream impact lending programs resulting from these funds | 2:55pm – 3:10pm