Securities & Regulatory Law · Reg D · Reg A · Fund Structuring
The Problem We Solve
Emerging managers get squeezed between DIY and Big Law.
01
Your first fund shouldn't require a Big Law budget.
You can launch a credible, properly documented fund without a six-figure retainer. You need counsel who knows the exemptions cold and scopes the work to your stage — not theirs.
02
Bad structuring compounds.
Waterfall mechanics, preferred returns, GP commit, and carry all get baked in at formation. Fixing them after first close is expensive, embarrassing, and sometimes impossible. Get them right at the start.
03
State notice filings are where managers get fined.
Form D is the easy part. Blue-sky filings, bad-actor disqualification checks, and adviser registration triggers catch first-time fund managers off guard. We handle all of it.
We're the bridge between a templated online filing and a $250k Big Law engagement built specifically for first-time and emerging fund managers.
Practice Areas
Where do you need counsel?
How We Work
A clear path from idea to first close.
Phase 01
Scope & Strategy
Discovery call, structure recommendation, fixed-fee proposal.
Phase 02
Structure & Documents
Entity, PPM, LPA, subscription docs, waterfall economics.
Phase 03
Filing & Compliance
Form D, blue-sky filings, bad-actor checks, adviser analysis.
Phase 04
Launch & Ongoing
First-close readiness, compliance calendar, annual plan.
Track Record
Built on regulator-side experience.
REPRESENTATIVE ENGAGEMENTS
01
Formation of a 506(c) private equity-style fund, 3(c)(7) vehicle, with accredited-investor verification procedures and side letter framework.
02
Reg A Tier 2 qualification for an issuer, including Form 1-A, offering circular, and FINRA broker-dealer coordination.
03
Restructuring of a pooled investment vehicle to achieve 3(c)(1) exemption and correct a misaligned waterfall prior to second close.
04
Adviser registration analysis (ERA vs. full SEC registration) for an emerging manager launching a fund.
Engagements described by structure and outcome. No client identities are disclosed without consent. Prior results do not guarantee a similar outcome.
Experienced attorney with over 20 years experience in corporate matters with a background in securities and regulatory matters.
Resources
Guidance for fund managers.
Resource 01
11 questions that tell you if you're ready to form a fund.
Frequently Asked
What emerging managers ask first.
