We help emerging fund managers and sponsors compliantly form, operate and exit private pooled investment vehicles, including venture capital funds, real estate funds, private equity funds, hedge funds and crypto funds.
We selectively take on new clients and can ensure your fund and related businesses are formed in an efficient legal and tax structure. We assist in complying with U.S. Securities laws, including the Securities Act, the Exchange Act, the Investment Company Act and the Investment Advisers Act
First, we work with you to determine your investment goals and criteria and advise on structure, terms and tax matters.
Second, we form entities and draft all needed legal documents (LPA, Subscription Agreements, PPMs, Side Letters, etc).
3. We will file or assist in filing all securities filings, as needed (such as Form Ds and Form ADV), and assist in ongoing legal and compliance matters.
Because our practice is narrowly focused, we can give you a customized legal solution without large firm overhead.
While approximately 80% of the work we do is related to fund formation, we often assist businesses with other transactional matters. Learn more about some of the other practice areas below.
Private investment funds can be complex and sophisticated vehicles, and they are subject to a variety of legal and regulatory requirements. As a result, it is important for fund managers and investors to seek the advice of experienced legal counsel when forming, operating, and exiting a private investment fund. Contact us today to schedule a consultation.
Private Investment Funds
We often assist with tax matters related to private investment funds, such as contributions or distributions of property, entity selection, UBIT, Section 704(c) gain, reviewing tax returns, assisting on tax matters related to investors or investments and more.
Tax Law
We help our clients comply with federal and state securities laws, including the Securities Act of 1933 (Section 4(a)(2), Crowdfunding, Regulation D and Reg S), the Exchange Act of 1934, the Investment Company Act of 1940 and the Investment Advisers Act of 1940.
Securities Law
We can help structure and launch your pooled investment vehicle in the united states, including venture funds, private equity funds, real estate funds, special purpose vehicles (SPVs) and more.
We help general partners and investment managers properly structure their business and engage with others (employees, contractors, LPs, brokers, etc.).
We can help with LP issues, such as drafting side letters, assisting with subscriptions or help review fund docs or other investment legal paperwork for LPs.
The venture capital fund adviser exemption allows advisers to venture capital funds to avoid certain regulations under the Investment Advisers Act. A venture capital fund is a private fund that pursues a venture capital strategy, holds no more than 20% of assets in non-qualifying investments, does not borrow or incur leverage and does not grant investors redemption rights, except in extraordinary cases.
Partners of partnerships, including limited liability companies (LLCs) taxed as partnerships, hold either "profits interests" or "capital interests," each being deemed to be a "partnership interest."
High level overview of the general differences between Rule 506(b) and Rule 506(c).
Rule 506(b) requires that, prior to offering securities, you establish a substantive pre-existing relationship with the prospective investor.
Learn about the various state exemptions from registration as an investment adviser. Please note that laws, rules and exemptions are subject to change and any state my be out of date.
Can fund managers pay unlicensed people to help them raise money for a private investment fund?
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