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
Investor Protection Against an Unresponsive Fund Manager
We represented a group of investors in a dispute with a fund whose general partner ceased all communication, stopped providing financial reports, and refused to engage with limited partners. We coordinated the investor group, prepared formal demands, pursued available legal remedies, and sought to secure accountability and protect our clients’ capital.
Fund Migration from a Third-Party Platform to a Standalone Structure
We advised a fund sponsor on migrating from a third-party SPV platform to an independent standalone fund vehicle. Our work included designing the new corporate structure, preparing fund formation documents, transferring existing investor relationships and portfolio holdings, and ensuring operational continuity throughout the transition.
Master-Feeder Structures in the U.S. and the Cayman Islands
We designed and documented master-feeder fund structures involving U.S. and Cayman Islands vehicles to optimize tax treatment for both domestic and international investors. Our work included selecting the appropriate entity forms, preparing the fund documentation for each tier, and coordinating the subscription and allocation mechanics between the feeders and the master fund.
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