One practice for the structural, operational, and financial decisions a company makes as it forms, raises, and scales, from the first entity choice to the governance a board relies on under pressure.
A Delaware charter, an Illinois operating agreement and a limited partnership agreement answer to three different statutes, and each statute has its own idea of what the owners are owed. The terms set at formation on ownership and control decide which investors can come in later and what a buyer finds in the data room. We treat formation as the opening move of the sale.
Firm facts · ReachA corporate and private-capital boutique with international reach: a principal office in Chicago, a second office in Oakbrook Terrace, offices in London and Dubai through partner firms, meeting locations by appointment in seven further US cities, and a partner network across ~51 jurisdictions on five continents. Founded 2013.
The method is to read every document the way the other side will. Before a financing, a governance change or a sale goes out, a partner runs it against the questions an investor's counsel, a buyer or the SEC will ask, and the answers go into the draft. The calendar gets the same attention, from Form D's fifteen-day window to 409A pricing the board can defend.
That is why one data room is assembled in a week and another reconstructed over a quarter. The same record serves when the questions come from a regulator rather than a buyer. The firm has represented clients in matters before the SEC, the CFTC and the IRS, always for the company and never for the agency.
Entity selection, formation, and corporate structuring for companies at every stage, so the form fits the operations, the financing, and the growth the company is planning for.
Enter the practice: Strategic Business Planning & Structure →Board structure, fiduciary duty, shareholder arrangements, and disclosure, with federal and state securities compliance for companies whose financial instruments are subject to evolving SEC rules.
Enter the practice: Corporate Governance & Securities Regulation →Term sheets, funding rounds, and investment documentation for investors and the companies they back, with deal structuring and diligence that carry securities compliance from the first draft.
Enter the practice: Venture Capital →Fund formation and management for private equity, venture, hedge, real-estate, and mutual fund sponsors, including exemption analysis, subscription and management agreements, and ongoing federal compliance.
Enter the practice: Private Funds & Investment Management →Patent, trademark, copyright, and trade-secret strategy, plus the licensing and fair-use agreements that monetize and defend the assets carrying a company's enterprise value.
Enter the practice: IP, Licensing & Trademark →Formation-through-growth counsel for startups and technology ventures on IP strategy, financing, data and operational compliance, and the regulatory questions that arrive with scale.
Enter the practice: Technology & Emerging Companies →Regulatory and corporate counsel for proprietary trading and financial-services firms operating within SEC, FINRA, and CFTC frameworks, covering structure, compliance, and the disputes that follow.
Enter the practice: Proprietary Trading Firms →Transaction management and escrow arrangements for complex commercial dealings and financial instruments, drafted to hold up when the funds and the counterparties are real.
Enter the practice: Paymaster & Escrow →Deal structuring, due diligence, purchase agreements, and post-closing integration on the buy side and the sell side, with the diligence run the way the other side's lawyers will read it.
Enter the practice: Mergers & Acquisitions →SEC reporting, disclosure, proxy and governance, and insider-trading controls for issuers operating under the gaze of the public markets and their regulators.
Enter the practice: Public Companies →Preparedness reviews, engagement strategy, and proxy-contest and settlement counsel for boards facing an activist, with the work done before the letter arrives.
Enter the practice: Shareholder Activism Defense →Sponsor formation, IPOs, de-SPAC business combinations, and the disclosure discipline that keeps an alternative path to public markets defensible.
Enter the practice: SPACs & Alternative Public Listings →Merger clearance, conduct and pricing risk, and matters before the antitrust agencies, read for the questions a regulator will ask before it asks them.
Enter the practice: Antitrust & Competition →Foreign-investment review, mitigation, FOCI, and export-control alignment for cross-border deals that touch the national-security review process.
Enter the practice: CFIUS & National Security →Federal procurement compliance, bid protests, FAR & DFARS, and small-business and teaming questions for companies selling to the government.
Enter the practice: Government Contracts →Permitting, regulatory compliance, transactional diligence, and contaminated-site exposure, worked into the deal before the liability surfaces.
Enter the practice: Environmental →Licensing, spectrum, transactional consent, and equipment authorization for companies whose business runs through the FCC's rules.
Enter the practice: Communications Regulatory (FCC) →FAA certification, drone and advanced air mobility compliance, and the regulatory path for ventures taking off into a tightly governed airspace.
Enter the practice: Aviation & UAS Regulatory →Accreditation, Title IV and student-aid compliance, and state authorization for education companies operating under federal and state oversight.
Enter the practice: Education Regulatory →Labeling, safety, regulatory clearance, and recall strategy for companies bringing physical products to a regulated market.
Enter the practice: Product Compliance →Disclosure readiness, governance, supply-chain diligence, and climate-risk strategy for companies meeting investor and regulatory expectations.
Enter the practice: ESG & Sustainability Advisory →Privacy compliance, data-governance programs, breach response, and vendor risk for companies whose data is both an asset and a liability.
Enter the practice: Cyber, Data & Privacy →AI governance, model and data licensing, IP ownership, and the regulatory questions arriving with deployment at scale.
Enter the practice: Artificial Intelligence Counsel →FTC compliance, advertising and marketing review, and endorsement and claims diligence for companies speaking directly to consumers.
Enter the practice: Consumer Protection & Advertising →Money-transmission licensing, bank partnerships, and card and payment-rail compliance for companies moving money through regulated channels.
Enter the practice: Fintech & Payments →Different laws attach to different entity types, sectors, and stages. The form you choose at formation shapes liability, tax, and the financings available later, so the first decision is rarely a small one.
SEC regulation evolves to track the market. Compliance is a continuing program, and governance practices and disclosure have to keep pace as the rules and conditions change.
A private fund can sit outside registration and still owe the market a great deal: anti-fraud rules, suitability, marketing limits, and the structuring that keeps the exemption intact. The exemption is where the analysis starts.
Clear documentation of usage rights and ownership spares a company much of the cost of copyright, patent, and trademark litigation. A record kept in advance is cheaper than one assembled in court.
We scope counsel to the company's size, sector, and objectives, and we are direct about flexible billing arrangements and the scope a given matter requires.
From formation through complex governance, the work spans federal and state requirements. When a matter reaches into tax, capital, or disputes, the bench is already in the room.
Before a financing, a governance change, or a sale goes out, we run it through adversarial diligence. We read the structure the way the counterparty's lawyers and the regulator will, so nothing they find is a surprise to you. A partner leads the work from the first read to the closing.
General-counsel judgment at board level, scaled to the month in front of you as a fractional GC, a standing governance adviser, or deal-by-deal coverage. It is for the company that has outgrown its first outside lawyer and has not yet hired its first chief legal officer.
Fund formation, securities and capital markets, and the governance that keeps a portfolio defensible for PE, venture, and family-office investors, seen from the sponsor's side.
Private Capital →Token, exchange, fund, and regulatory strategy for digital-asset ventures and the institutions financing them, a category the firm has advised on since 2014.
Digital Assets →Domestic and international tax, M&A tax, and the structures that make a transaction efficient, written into the corporate plan from the first draft.
Tax →Hart David Carson LLP's corporate and business law practice covers the structural, operational, and financial questions a company faces as it forms, raises, and scales. The work spans entity selection and structuring, corporate governance and securities regulation, venture capital, private funds, IP and licensing, technology and emerging companies, proprietary trading firms, and paymaster and escrow arrangements.
The earlier the better. The entity, the cap table, and the governance set at formation determine which financings, investors, and exits remain available later, and those choices are far cheaper to make than to unwind. The counsel a founder needs at formation is not the counsel a board needs before a financing or a sale, so we scope the engagement to the company's size, sector, and trajectory.
Yes. We advise on federal and state securities compliance, corporate governance, and disclosure, and we have represented clients in matters before the SEC, the CFTC, and the IRS. We speak for the companies in front of those agencies and never for the agencies.
Private funds are often exempt from many securities standards, but anti-fraud rules, suitability, and structuring questions remain. Exempt is not the same as unregulated, and the exemption analysis is where the compliance program starts.
Yes. Hart David Carson LLP works to one standard from Chicago, with offices in London and Dubai through partner firms, coordinating local counsel where a matter requires it. The partner network extends the firm's reach across the jurisdictions corporate clients use most.
Corporate Counsel On Demand is board-level and general-counsel judgment, embedded when you need it and dialed back when you don't. It serves the company between its first outside lawyer and its first chief legal officer, with the depth of a corporate department structured for the inflection point.
Entity choice, state of formation, and the certificate itself, with its authorized shares, protective provisions, and board composition, drafted so the cap table can absorb a priced round without a restructuring. Founder stock, vesting, and 83(b) timing are set before value accrues.
SAFEs, notes, or a priced preferred round papered against the securities exemption available under Rule 506(b) or (c), with blue-sky notices and accredited-investor diligence handled, Form D filed on time, and the pro forma cap table modeled before the term sheet is countersigned.
Board and stockholder consents, option grants at defensible 409A valuations, related-party approvals, and a clean minute book. That quiet discipline decides whether diligence two years from now takes a week or a quarter.
At a sale, merger, or public listing, the data room is built from records kept clean since formation, reps and warranties are negotiated against real exposure, escrow and indemnity are structured, drag-along and 280G mechanics are executed, and the waterfall pays out exactly as the charter promised.
A company is a stack of documents that all have to agree with each other. We write them so they do.
Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
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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.