Deal and fund counsel for sponsors, founders, family offices, and management teams on buyouts, equity rollovers, fund formation, and co-investments, run from the firm's principal office at 1 East Erie Street (by appointment) and its second office in Oakbrook Terrace.
Hart David Carson LLP's private equity attorneys in Chicago represent sponsors, founders, family offices, and management teams in buyouts, equity rollovers, fund formation, and co-investments, counsel for both sides of the private-capital table from the firm's Chicago office at 1 East Erie Street in River North (by appointment). In a first fund, a platform purchase, or the sale of the company you built, the terms are set long before the wire clears, and the attorney negotiating them should have sat on the other side of that table.
The practice runs on the firm's private capital platform, which covers direct investments, sponsor structuring, and the governance work between closings, and its investment funds practice, which handles fund and SPV formation, carried-interest and management-company arrangements, private-placement compliance, and adviser regulatory questions, including matters before the SEC. On the deal side, the work spans letters of intent, due diligence, purchase and merger agreements, rollover and incentive equity, financing coordination, and closing mechanics, all carried by one accountable partner rather than handed between departments.
The practice is led from Chicago by Joel J.H. Funk, the firm's managing partner, whose work centers on mergers, acquisitions, and corporate transactions, and Jonathan D. Herpy, Sr., senior partner, whose practice spans private equity, capital markets, and digital assets. Founded in 2013, Hart David Carson pairs its Chicago bench with a second office in Oakbrook Terrace, meeting locations by appointment in New York, Washington DC, Greenville, Charleston, Houston, Austin, and Miami, and offices in London and Dubai. It spans 17 practice groups and 175-plus focus areas, with a partner network across roughly 51 jurisdictions when a deal travels.
Structuring and negotiating leveraged buyouts, platform acquisitions, and add-ons for sponsors and independent sponsors, with letters of intent, purchase agreements, financing coordination, and closing mechanics run to a deal clock.
Representing founders and management teams selling to private equity, on process strategy, diligence preparation, purchase-agreement negotiation, and the employment, restrictive-covenant, and earnout terms that follow the wire.
Negotiating rollover equity, profits interests, option pools, and management incentive plans, down to the class, rights, vesting, and tax treatment that decide what a second bite at the apple is actually worth.
Fund, parallel-vehicle, and SPV formation through our investment funds practice, covering limited partnership terms, carried-interest and management-company structuring, and private-placement compliance, including matters before the SEC.
Counsel to family offices, institutions, and sponsors on co-investment stakes and single-asset vehicles: underlying-deal diligence, co-invest rights, fee and carry arrangements, and the structuring of the vehicle itself.
Ongoing counsel to portfolio companies between closings, on governance, follow-on financings, bolt-on acquisitions, and executive matters, and exit execution when the hold period ends.
The headline price gets the attention, but the class, rights, and vesting of rolled equity determine what a founder's continued stake is actually worth at the next sale.
Sponsors win processes by closing on schedule, and sellers protect value by being diligence-ready. Counsel that keeps the data room, disclosure schedules, and financing in lockstep is part of the price.
Economics, governance, and key-person terms negotiated with anchor investors bind every close that follows. A sponsor's bargaining position is strongest before the first dollar is committed.
A co-investment carries the deal's full risk without a fund's diversification. The underlying transaction deserves real diligence, and the co-invest letter alone does not provide it.
Adviser registration, marketing rules, and disclosure obligations reach further into sponsor operations each cycle. Structures should anticipate regulatory scrutiny, including matters before the SEC, rather than retrofit for it.
Mid-market transactions increasingly involve out-of-state buyers, offshore vehicles, and cross-border assets. Our London and Dubai offices and a partner network across roughly 51 jurisdictions keep one firm accountable wherever the deal goes.
The letter of intent trades certainty for exclusivity. Purchase-price mechanics, cash-free-debt-free assumptions, and the rollover percentage get fixed here, before anyone calls them binding. Structure follows the same week, meaning stock or asset deal, F-reorg or blocker, and where the founder's rolled equity will sit in the buyer's stack.
The sponsor's lenders, quality-of-earnings team, and counsel work the data room while disclosure schedules are drafted against the purchase agreement in real time. Deals are won or repriced in this window. A clean room holds the number, and a surprise in it becomes an indemnity, an escrow, or a retrade.
Purchase agreement, rollover and contribution agreements, the new LLC or stockholders agreement, management incentive plan, employment and restrictive covenants, and the debt commitment all sign together, each cross-referencing the others. The rollover's class, rights, and vesting are negotiated here with the same rigor as the headline price.
Funds flow, the cap table restates, and the hold period begins. Board governance, bolt-on acquisitions, and follow-on financings run through the same partner. When the platform sells, the drag-along executes and the rolled equity converts to the second bite the documents priced years earlier.
The wire clears in a morning, and the rollover paper decides the next five years.
A private equity attorney structures and negotiates the transactions through which private capital is invested: leveraged buyouts, growth-equity investments, equity rollovers, co-investments, and the funds that finance them. The work spans deal structuring, due diligence, purchase and merger agreements, equity documents, financing coordination, and the regulatory questions a transaction raises, so a single counsel can carry an investment from term sheet to closing and through the eventual exit.
Both. We advise private equity sponsors, independent sponsors, and family offices building and exiting platform investments, and we advise founders and management teams taking institutional capital as they sell a company, roll equity, or negotiate incentive packages. Because the firm works both sides of the table, we know where each deal term tends to settle and negotiate from that vantage.
An equity rollover is the portion of a founder's or management team's proceeds reinvested into the buyer's structure at closing, the second bite at the apple. The class of equity received, its rights relative to the sponsor's capital, vesting and repurchase terms, and the tax treatment of the exchange all determine what that second bite is actually worth. We negotiate those terms alongside the sale itself, so the rollover is priced with the same rigor as the headline number.
Yes. Through our investment funds practice we structure funds, parallel vehicles, and single-asset SPVs, and we handle the limited partnership terms, carried-interest and management-company arrangements, private-placement compliance, and adviser regulatory questions that come with them, including matters before the SEC. First-time sponsors and independent sponsors moving to a committed fund are a particular focus.
Yes. We represent family offices, institutional investors, and sponsors on co-investment stakes and special-purpose vehicles, reviewing the underlying deal terms, negotiating co-invest rights and fee arrangements, and structuring the vehicle itself. A co-investment carries deal risk without a fund's diversification, so the underlying transaction deserves real diligence before anyone signs.
Hart David Carson LLP's Chicago office is at 1 East Erie Street, Suite 525-5459, Chicago, Illinois 60611, in River North just off the Magnificent Mile, where we meet by appointment. Our second office is in Oakbrook Terrace. Founded in 2013, the firm works from Chicago alongside meeting locations by appointment in New York, Washington DC, Greenville, Charleston, Houston, Austin, and Miami, offices in London and Dubai, and a partner network reaching roughly 51 jurisdictions. Call +1 630-395-9496 or write counsel@hartdavidcarson.com, and a partner replies.
The firm's private-capital platform, spanning direct investments, family-office counsel, and the structuring that sits behind sponsor-backed deals.
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Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.