We work with emerging and established managers across the full lifecycle of investment fund formation and operation, including:

• Regulatory and tax analysis
• Business and legal term selection
• Entity formation and governance
• Fund and offering document drafting
• Investor negotiations and communications
• Securities and “blue sky” filings
• Ongoing fund operations and compliance support

We serve clients across asset classes, including real estate, private equity, venture capital, private credit, hedge funds, digital assets, and more.

If you prefer investing on a “deal-by-deal” basis, we have you covered, regardless of asset class. Pooling investor capital to invest in a single asset is especially common for emerging managers on their way to raising their first investment fund. We also form co-investment vehicles that invest alongside multi-asset funds.

Examples of special purpose vehicles:

• SPV to purchase a single apartment building or strip mall
• SPV to purchase a single business (“independent sponsor”)
• SPV to purchase a single class of securities (e.g., Series A preferred stock)

We can discuss the costs and benefits of raising an SPV versus raising a fund.

We represent limited partners in funds and SPVs. If you’re a careful investor, you may want an attorney to review the fund documents to look for red flags.

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You may also want a “side letter” with the fund to obtain special rights or economic terms. If you don’t have a form side letter request for funds and SPVs, we can help you create one.

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Some larger LP clients prefer a detailed list of fund terms and conditions. Other clients just want a quick email with any material red flags. It’s up to you.

We guide clients through every stage of the M&A process, including strategic planning, LOI preparation, due diligence, document drafting and negotiation, and post-closing integration.

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We represent various types of both sellers and buyers across the entire spectrum of industries, sizes, and structures.

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Our work includes:- Transaction structuring and valuation analysis- Comprehensive due diligence and risk assessment- Negotiation of letters of intent and purchase agreements- Coordination of regulatory filings and antitrust reviews- Post-closing integration and earn-out management

• Transaction structuring and valuation analysis
• Comprehensive due diligence and risk assessment
• Negotiation of letters of intent and purchase agreements
• Coordination of regulatory filings and antitrust reviews
• Post-closing integration and earn-out management

We do investor-side and company-side VC financing transactions, negotiating and quarterbacking financings for emerging and established companies.

Our services include:

• Structuring seed, Series A–F, convertible instruments and bridge financings
• Drafting and negotiating term sheets and investment agreements
• Advising on valuation, option pools, and founder dilution
• Managing board and investor consent processes
• Coordinating closing deliverables and post-financing governance

We advise founders, investors, high-growth and operating companies (e.g., C-corps, LLCs) on the full spectrum of corporate needs, from formation to growth to exit.

We can help with:

• Entity formation, capitalization, governance, and charter amendments
• Equity and debt capital raises, including private placements- Shareholder and operating agreements
• Compliance with corporate formalities and annual reporting
• Corporate restructurings, spin-offs, and dissolutions
• Commercial contracts, terms of service, and privacy policies
• Employment agreements, policies, and related issues

We provide scalable, on-demand general counsel support for companies and founders who need a trusted legal partner with deep expertise and experience to help them find solutions, protect their companies and scale their businesses.

We help clients navigate the ever-evolving landscape of securities laws.

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Our regulatory practice covers:

• Securities Act compliance, including 506(b) and 506(c) offerings
• Investment Advisers Act analysis
• Investment Company Act compliance, including 3(c)(1) and 3(c)(7) parallel funds
• Sector-specific regulatory matters in areas such as digital assets/cryptocurrency, health care, energy, and financial services

We provide sophisticated tax advice tailored to private funds, M&A deals, and venture capital financings, day-to-day corporate matters, and all companies who could substantially benefit from an expert tax lawyer.

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Our tax services include:

• Advising on carried interest, incentive allocations, and other partnership tax matters
• Management fee waivers (or other fee waivers) to fund GP commitments
• Structuring fund formations and feeder vehicles for efficient taxation, including analysis in respect of UBTI, ECI, and FIRPTA
• Tax-efficient deal structuring for mergers, acquisitions, financings, and divestitures