Benton Burroughs, Jr.

Long-standing investment counsel to public funds and institutions in high-value private fund, hedge, and advisory private equity deals involving complex structures and long-term partnerships, and in public finance transactions, acting as Bond Counsel, Underwriter’s Counsel, and Developer Counsel.

Benton and his colleagues have negotiated investment contracts with many private equity, real estate, and hedge funds on behalf of our public pension system clients, such as the Virginia Retirement System, South Carolina Retirement System Investment Commission, Contra Costa County (CA) Employees’ Retirement Association, San Jose Federated City Employees’ Retirement System, San Jose Police & Fire Retirement Plan, Santa Barbara County Employees’ Retirement System, Ventura County Employees’ Retirement Association, Fairfax County School Employees’ Retirement System, Norfolk Employees’ Retirement System, and Richmond Retirement System.

Benton has been the primary outside investment and securities counsel for the Virginia Retirement System (VRS) since 1995. He has represented VRS in more than 900 private equity transactions and numerous swap transactions, totaling in excess of $120 billion. Additionally, Benton worked on the commencement of the hedge fund investment program and reviewed more than 120 hedge fund transactions where VRS has invested in excess of $1.6 billion. He has negotiated more than 350 investment advisory agreements and over 1,000 partnership agreements where VRS is a limited partner in private equity transactions, strategic partnerships, real estate funds, funds of one, buyout funds, rental asset funds, credit funds, real asset funds that include oil, gas, timber, infrastructure, and energy, loan funds, venture capital funds, and distressed funds. Benton has also represented the cities of Norfolk and Richmond, Virginia, retirement systems in their alternative investment programs.

Benton has also represented the South Carolina Retirement System in more than 100 transactions in private equity and real estate private equity funds where it is an investor. He has also completed more than 70 transactions for the San Jose Pension Funds in private equity and real estate, as well as big private equity funds, hedge funds, and investment management contracts. In addition, Benton has represented Contra Costa County Employees’ Retirement Association in more than 100 transactions. Benton has also represented Frank Russell Capital in private equity work in its direct and separate funds, and in 130 funds-of-funds private equity transactions in the past several years. He has also worked with other clients in the creation of hedge funds, provided advice on newly created private equity funds as part of a master feeder program, and formed more than 10 investment funds for in excess of $600 million in fund-raising. In addition, Benton has performed representation on specific issues for Federated Investors and investment work for the University of Virginia, Georgetown University, and Old Dominion University Foundation.

Experience

Representative matters

Since February 1995, has acted as investment and securities counsel for the Virginia Retirement System (VRS) and has represented VRS in more than 1,000 private equity and venture capital transactions, more than 120 hedge fund transactions, and a number of swap transactions. The amount of these transactions is more than $160 billion. Also, has represented clients in more than 40 fund formations in a variety of enterprises. Represented other public pension funds, such as South Carolina Retirement System and various California County pension plans, universities, and Frank Russell in investment and securities transactions.

Represented the University of Virginia in its first swap for swap $250 million investment with Goldman Sachs and served as its outside investment counsel from 1998 to 2003.

Represented Verizon in the $350 million acquisition of One Comm.

Represented the University of Virginia in its first swap for swap $250 million investment with Goldman Sachs and served as its outside investment counsel from 1998 to 2003.

Represented Verizon in the $350 million acquisition of One Comm.

Acted as Bond Counsel for the Loudoun County, Governmental Center $30 million bond transaction and the Dulles Town Center, Loudoun County $36 million Community Development Authority bond transaction, a Community Development Authority, as well as a number of others over $100 million in the aggregate. Acted in more than 90 transactions as either Bond Counsel or in other public finance capacities in various tax exempt offerings.

Acted as co-underwriters’ counsel and local counsel to Borrowers in Virginia HOT Lanes project for the placement of $589 million in bonds, closing on June 12, 2008.

Represented clients in more than 350 merger and acquisition transactions.

Served as outside counsel to Metrocall for many years which included the formation of Cellular One.

Represented all minority partners in the $2.2 billion sale of Cellular One of Washington/Baltimore to Southwest Bell, in the largest transaction in the country in 1987.

Retained by Virginia Tech Carilion School of Medicine as outside counsel for new medical school, which we formed.

Served for many years as chief outside counsel to the Watergate Corporation and subsidiaries and affiliates.

Served as outside counsel to Total Wine’s Corporate and Finance counsel for over 20 years.

Recognitions

Selected by his peers for inclusion in Arlington Magazine’s Top Attorneys list, 2024
Selected by his peers and the publishers of Virginia Business’s Legal Elite as one of Virginia’s best business law attorneys, 2002, 2005-2006, 2008-2014, 2020, 2022-2025
Named a Super Lawyer for his Mergers & Acquisitions practice by Super Lawyers in its Corporate Counsel Edition, 2007-2009

Credentials

Education

Georgetown University Law Center, 1975, LL.M., Taxation
Emory University School of Law, 1971, J.D.
University of Alabama, 1967, B.S.

Professional admissions & qualifications

Alabama
District of Columbia
Virginia

Court admissions

U.S. Tax Court
U.S. Supreme Court
U.S. District Court - District of Columbia
U.S. Court of Appeals - District of Columbia Circuit
U.S. District Court - Eastern District of Virginia
U.S. District Court - Northern District of Alabama
U.S. Court of Appeals - Fifth Circuit

Professional affiliations

American Bar Association – Taxation, Business Law, Real Property, Probate and Trust Sections, Partnership Committee for Taxation
Virginia State Bar – Board of Governors, Section of Taxation (1997-2003)

Practices

Transactional

Public Company & Corporate Governance

Private Fund Formation & Counseling

Emerging Technologies

Industries

Financial Services