Overview
Matthew Cohen is a partner in the Investment Funds Regulatory Solutions Group of Kirkland & Ellis LLP. His practice focuses on the regulation of private investment funds and investment advisers. Matthew provides regulatory advice on a wide variety of matters, including the formation, offering and operation of private equity funds, venture capital funds, real estate funds and credit funds, as well as on complex fund restructurings and adviser-led secondary transactions. Matthew also regularly advises emerging managers, counseling them through initial fund launches, SEC registration and compliance, and strategy expansion. Matthew also advises on financial services mergers and acquisitions, and strategic liquidity transactions for private fund sponsors. In addition, Matthew also frequently represents clients in complex SEC examinations and investigations. Matthew has been recognized as an IFLR1000 leading lawyer and is a frequent speaker regarding SEC rulemaking and regulatory developments.
Representative Clients
- Alpine Investors
- Arcline Investment Management
- Aurora Capital Partners
- Brentwood Associates
- FFL Capital Partners
- Francisco Partners
- HGGC
- Index Ventures
- K1 Investment Management
- LightBay Capital
- Mainsail Partners
- Oaktree Capital
- Quiet Capital
- Riverwood Capital
- Rockbridge Capital
- S2G Investments
- Sapphire Ventures
- TPG
- TSG Consumer Partners
- Vista Equity Partners
- Windjammer Capital Investors
Experience
Representative Matters
Aurora Capital Partners on the formation of its $2.1 billion Aurora Equity Partners VII (AEP VII).
Curewell Capital on the formation of its inaugural $535 million Curewell Capital I.
Banner Capital Management on the portfolio recapitalization of Banner Capital Fund I, a multi-vehicle continuation fund with over $400 million in capital commitments, and the ongoing formation of Banner Capital Fund II, a target $200 million middle market buyout fund.
Mainsail Partners on the formation of the largest fund in Mainsail’s history to date, Mainsail Partners VII, with $1.5 billion in limited partner commitments.
Turn/River Capital on the formation of Turn/River Capital Fund VI, with $2.5 billion in total commitments.
Francisco Partners on the formation of FP Credit Partners III, a $3.3 billion opportunistic credit fund.
Truelink Capital Management, a Los Angeles-based middle market private equity firm, on the formation of its first fund, Truelink Capital I, with $875 million in capital commitments.
Lone View Capital, a growth-oriented private equity firm investing across the technology ecosystem, on the formation of its inaugural fund, Lone View Capital Fund I, with $850 million of committed capital.
Windjammer Capital on the formation of its $1.3 billion Windjammer Capital Fund VI.
Alpine Investors on the formation of a $3.4 billion single-asset continuation fund to acquire its portfolio company Apex Partners, in the largest-announced continuation fund transaction of 2023.
Arcline Investment Management LP (Arcline) in the formation of its third flagship fund, Arcline Capital Partners III, with aggregate capital commitments of $4.5 billion.
Oaktree Opportunities on the formation of multiple private funds, including Oaktree Opportunities Fund XI, the largest distressed-debt fund ever raised, which closed at $15.9 billion in total capital commitments, and Oaktree Real Estate Fund VIII, Oaktree’s largest real estate fund to date, which closed at $4.7 billion in commitments.
Francisco Partners in the simultaneous formation and fundraising of two private equity funds, Francisco Partners VII (FP’s latest flagship fund) and Francisco Partners Agility III (FP’s latest fund focused on smaller investments), closing at $13.5 billion and $3.3 billion, respectively.
Alpine Investors on the formation of its $4.5 billion Alpine Investors IX.
STG, on the closing of STG VII (and its related vehicles) with $4.2 billion of committed capital.
Andreessen Horowitz in connection with the establishment of its third Cultural Leadership Fund (CLF III).
TPG in the formation of TPG Rise Climate, a $7.3 billion global climate-focused fund.
Vance Street Capital on the formation of its first single asset continuation fund – VSC Extended Value (EV) 2, LP (EV2) – backing Motion Dynamics Corporation (Motion Dynamics).
Prior Experience
More
Thought Leadership
Publications
“SEC Adopts Significant Rule Changes for Private Fund Advisers (Part 2 of 2),” Kirkland & Ellis LLP AIM Newsletter, September 11, 2023
“SEC Proposes Significant New Cybersecurity Rules for Investment Advisers,” Kirkland & Ellis LLP AIM Newsletter, March 14, 2022
“SEC Proposes Sweeping Rule Changes for Private Fund Advisers (Part 2 of 2),” Kirkland & Ellis LLP AIM Newsletter, February 18, 2022
“Impact of California Consumer Privacy Act on Private Fund Managers,” Kirkland & Ellis LLP AIM Newsletter, August 6, 2019
“SEC Brings Cybersecurity Enforcement Action Against Registered Adviser,” Kirkland & Ellis LLP AIM Newsletter, September 24, 2015
“ETF Confidential: A Survey of Non-Transparent Actively Managed ETFs,” The Investment Lawyer, Vol. 19, No. 6, June 2012
Seminars
Matt has presented on several investment management panels including Kirkland & Ellis' annual Registered Investment Adviser Seminar and CCO Summit, and various industry panels including:
SVB’s Fund Finance Summit, “Trends in Fundraising, Secondaries Transactions & Liquidity Solutions,” August 1, 2025
KPMG Asset Management Symposium, “Artificial Intelligence,” September 24, 2025
ACA Group Program, “Private Fund Adviser Rules: Where We Go From Here,” July 16, 2024
TechGC, VCGC Conference, “Regulatory Update,” October 2023
Kirkland & Ellis Webinar, “SEC’s New Private Fund Adviser Rules,” September 2023
PEI Private Funds CFO Webinar, “Discussion of the SEC’s New Marketing Rule,” April 21, 2023
KPMG Alternative Investments Symposium, November 2022
Kirkland & Ellis Webinar, “Implementing the SEC's New Marketing Rule,” June 2022
Smarsh Webinar, “RIA Update: SEC Exams, Enforcement and a Look Forward,” June 29, 2021
Kirkland & Ellis Liquidity Solutions Academy, “SEC Scrutiny of Secondary Transactions / Fund Restructurings,” November 6, 2019
Kirkland and KPMG Roundtable, September 9, 2019
First Republic NextGen Finance Professionals Conference, “SEC Regulatory Trends,” September 14, 2018
Credentials
Admissions & Qualifications
- 2008California
- 2011Illinois
Courts
- United States District Court for the Central District of California
- United States District Court for the Northern District of California
Education
- Pepperdine Caruso School of LawJ.D.2008
Pepperdine Law Review
Fellow, Palmer Center for Entrepreneurship and the Law
Member, International Law Society
- University of California, Santa BarbaraB.A., Global Studies2003Dean's Honors