Raising money from private investors, papered properly.
If you are taking money from outside investors, the documents are not a formality.
They are the thing a regulator reads, the thing an unhappy investor’s lawyer reads, and the thing that determines whether the exemption you are relying on actually holds. I draft them.
I came to law from finance, and I spent time as a funds analyst before law school. That means I read the structure before I read the paper, and I will tell you when the structure is the problem rather than the drafting.
What I handle
- Regulation D private placements, including Rule 506(b) and 506(c) offerings
- Private placement memoranda, subscription agreements, and investor questionnaires
- Fund formation, including special purpose vehicles and general partner and limited partner structures
- Operating and limited partnership agreements, and management agreements
- Form D filings through EDGAR, including obtaining EDGAR access codes
- State notice filings and blue sky coordination
- Qualified Opportunity Zone funds, including entity formation, conversion, and the federal filings
- Securities compliance review and pre-raise legal audits, including governance and cap table cleanup before you go to market
- Real estate syndication structures
- Advising on offering deadlines and ongoing compliance obligations
Who this is for
Sponsors raising a fund. Operators syndicating a property. Founders taking outside money for the first time. Anyone who has been told to just use a template and suspects that is a bad idea.
Representative work
- Structured and documented a Regulation D Rule 506 private placement for a commercial real estate fund acquiring triple-net leased properties, including the private placement memorandum, subscription agreement, operating agreement, and management agreement.
- Formed a Qualified Opportunity Zone fund for an investor deferring capital gains, including evaluating the gain, converting the entity, and coordinating the required federal filings.
- Served as counsel on the formation and documentation of a private investment fund, including its governing agreements and investor documentation.
- Advised a company on securities law compliance and governance ahead of a Regulation D raise, including a review of its corporate structure and governing documents.
The matters described above are examples of work performed. Details have been generalized to protect client confidentiality. Every matter turns on its own facts, and prior work does not predict the result of any future matter.