Private Equity & Venture Capital
We build and maintain fund structures that work—from first close through exits and everything in between. Our practice covers the full spectrum of private equity and venture capital matters: fund formation, GP economics, investor negotiations, portfolio company support, secondary transactions, and restructurings.
Our Specialization
Fund Formation and Structuring
We structure PE and VC funds in Delaware and advise on fund vehicles involving the Cayman Islands, the BVI, and other offshore jurisdictions. Our work spans the entire formation process: vehicle and domicile selection, GP/LP and management company design, negotiation of economic terms, preparation of the full document suite, and coordination of multi-jurisdictional setups such as master-feeder arrangements and parallel fund vehicles.
Venture Capital Transactions
We represent founders and investors at every stage of the funding cycle, from pre-seed SAFEs and convertible notes to priced Series A rounds and later-stage financings. We draft and negotiate term sheets, shareholders’ agreements, investor rights agreements, voting arrangements, and co-investment documentation.
GP Economics and Management Company Structuring
We design carried interest waterfalls, management fee structures, GP commitment mechanisms, and co-investment programs. For GPs with multiple principals, we allocate economics, decision-making authority, and portfolio responsibilities to reflect the team’s actual operating model.
Fund Restructurings and Secondary Transactions
We advise on structural transitions, including migrations from third-party platforms to standalone vehicles, GP-led secondaries, continuation funds, and LP portfolio sales. We also represent limited partners where fund governance breaks down, coordinating investor groups, preparing formal demands, and pursuing available remedies to protect our clients’ capital and rights.
Family Office and SPV Structuring
We structure and maintain family office platforms, including the formation of new SPVs for individual investments, periodic restructurings, and ongoing governance support. We ensure the overall architecture remains tax-efficient, operationally sound, and adaptable as the portfolio evolves.
Tokenized Fund Structures
We advise on fund vehicles that incorporate blockchain-based elements: tokenized membership interests, blockchain-based record-keeping, and fractionalized LP stakes. We address the securities law implications, design the token mechanics, and prepare the operating and investor documentation to ensure the structure operates within existing regulatory frameworks.
Our Experience
U.S. Venture Capital Fund with a $25 Million AUM
We structured a venture capital fund for a team of principals investing in the technology sector. Each principal in the GP held distinct domain expertise and was responsible for sourcing and managing a designated portfolio company. We designed the fund architecture, allocated carried interest and management responsibilities among the principals, and prepared the full suite of fund formation documents.
Multi-Strategy Investment Fund with $90 Million in AUM
We structured a multi-strategy investment fund with approximately $90 million in assets under management. Our work included selecting the jurisdiction, designing the GP/LP architecture, negotiating fee and carry arrangements, and preparing the offering memorandum, limited partnership agreement, subscription documents, and side letters.
Family Office Legal Support
We structured a family office managing approximately $500 million in assets and continue to serve as counsel on an ongoing basis. Our work includes advising on restructurings, establishing new special purpose vehicles for individual investments, and ensuring that the evolving structure remains tax-efficient and operationally sound.
Tokenized Private Equity Fund (Series LLC)
We structured a private equity fund organized as a Series LLC with tokenized membership interests recorded on a permissioned blockchain. The structure enabled segregated liability across portfolio investments while allowing fractionalized, transferable interests. We addressed securities law requirements, designed the token mechanics, and prepared the operating agreement and investor documentation.
Crypto Fund with $107 Million in AUM
We restructured a family office operating dozens of trading teams into a regulated fund licensed in the BVI and the Cayman Islands. We designed the fund architecture, obtained licenses, and prepared the full suite of fund documentation.
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