Hart David Carson LLP is a global corporate and private-capital law boutique whose financial-services and funds practice advises asset managers, funds, banks, and capital-markets businesses on formation, securities and investment-management regulation, finance, and cross-border structuring, from a Chicago base with reach across London, Dubai, and a partner network on five continents. Counsel to asset managers, funds, banks, and the businesses that move capital, on formation, securities and investment-management regulation, finance, and the cross-border structuring that holds a strategy together across jurisdictions.
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.
A Form D is due fifteen days after the first sale in a private offering, which means the exemption it claims was settled weeks earlier, when the fund decided whether it would count to 100 beneficial owners under Section 3(c)(1) or take only qualified purchasers under 3(c)(7). That choice fixes who may invest, how the manager registers and what the marketing may say. An adviser that manages only private funds can stay below a statutory asset ceiling and skip SEC registration, and still owes a public Form ADV as an exempt reporting adviser, a point that surfaces when an institutional investor asks to see it.
The frameworks here are settled, and the work is applying them exactly: the limited partnership agreement, the offering memorandum and the subscription documents drafted as one system, so the governance permits what the offering promises. Where financial services meets digital assets, the firm has advised since 2014, and those rules are still being written. We have represented clients in matters before the SEC, the CFTC and the IRS.
Fund formation across private-equity, venture, hedge, and real-asset strategies, along with master-feeder and parallel structures, fund governance, fund finance, and investment-management regulatory work for the manager.
Explore →Counsel to sponsors, managers, and investors on the deals and terms that sit alongside a fund, including co-investments, direct deals, GP and LP arrangements, and the private-capital relationships that drive the strategy.
Explore →Acquisition and leveraged finance, fund finance and subscription lines, real-estate and asset finance, and the security and intercreditor terms that surround a financed transaction, for lenders and borrowers alike.
Explore →Entity selection, management-company structuring, and the acquisitions, joint ventures, and reorganizations that a financial-services business carries out as it grows or consolidates.
Explore →Where financial services meets tokenized instruments and digital-asset platforms, with regulatory analysis, corporate structuring, and compliance for funds and businesses operating at that frontier.
Explore →Disputes counsel for managers, investors, and counterparties when fund terms, financing covenants, or fiduciary obligations are tested, coordinated with the formation and regulatory teams.
Explore →A major center for hedge funds, private-equity vehicles, and master-feeder structures, used where a tax-neutral, internationally recognized fund domicile fits the investor base.
Cayman Islands →The European fund hub of choice for regulated and alternative vehicles, used for strategies marketed to EU investors under recognized fund regimes.
Luxembourg →The principal Asia-Pacific gateway for fund management and capital, used where the strategy or investor base is centered in the region.
Singapore →A flexible, widely used domicile for fund vehicles and holding structures, often paired with a manager elsewhere in a cross-border design.
British Virgin Islands →An established European domicile for regulated funds and investment vehicles, used alongside Luxembourg for EU-facing strategies.
Ireland →Our global-reach map sets out the full set of onshore and offshore centers we coordinate through, with local counsel where a domestic license or filing is required.
Global reach →A 3(c)(1) fund stops at 100 beneficial owners; a 3(c)(7) fund takes only qualified purchasers and, in practice, stays under 2,000 holders of record to avoid Exchange Act registration. We fix that choice at the term sheet, because the LPA, the memorandum and the marketing all descend from it.
Form D is filed within fifteen days of the first sale, and most states expect their notice filing and fee inside the same window. If the fund solicits generally under Rule 506(c), each investor's accredited status is verified, not self-certified, and the file is kept for the day a regulator asks.
An adviser managing only private funds below the statutory asset ceiling, or only venture capital funds at any size, may claim an exemption from registration and file a shortened Form ADV as an exempt reporting adviser. Above those lines it registers, adopts a compliance program and sits for examination.
Gross performance appears only beside net performance for the same period, hypothetical performance goes only to audiences able to assess it, and a testimonial carries its disclosures. We read the deck before it leaves the building, since a one-on-one pitch becomes an advertisement the moment it shows hypothetical performance.
A subscription facility is borrowed against uncalled commitments, so the lender reads the LPA for the power to borrow, the power to pledge the right to call capital and any cap on days outstanding. We draft those clauses, and the investor letters, so the borrowing base holds.
A Delaware feeder for US taxable investors, a Cayman feeder for tax-exempt and non-US money and a master between them is the common shape. Each vehicle owes its own FATCA and CRS registrations, and marketing into the EU runs through national private placement rules or an authorized manager.
Strategy, investor base, and tax profile fix the structure: a Delaware or Cayman vehicle, a Luxembourg or Ireland parallel for EU capital, master-feeder where onshore and offshore money meets. The exemption path is chosen here, before a single document is drafted: 3(c)(1) or 3(c)(7), and adviser registration or exemption.
The LPA, PPM, and subscription documents are built as one system, so the governance permits what the offering promises and the securities exemption holds. Side letters are negotiated anchor by anchor, tracked against a most-favored-nations grid before they multiply.
First close triggers the clock on Form D filings, blue-sky notices, and marketing-rule discipline in every jurisdiction where an investor sits. Subsequent closes true-up earlier investors while the subscription line, sized against uncalled commitments, lets the fund transact before capital is called.
After final close the work changes shape but not intensity. Capital calls and deployments, valuation and conflicts governance, regulatory examinations, and eventually extensions, continuation vehicles, or wind-down are each tested against the documents written years earlier.
A fund agreement is read twice, once at closing and once when it matters.
Hart David Carson LLP acts for asset managers and sponsors across private equity, venture, hedge, and real-asset strategies, as well as the funds and management entities they form. We also act for banks, lenders, and finance providers, and for the financial-services businesses that sit alongside them, including advisers, broker-dealers, and fintech and digital-asset platforms. The common thread is a regulated activity where structure, securities law, and counterparty terms all have to line up.
We advise on fund formation and governance both onshore and across the major offshore fund centers, and we coordinate with local counsel where a domestic license or filing is required. Our cross-border work most often runs through jurisdictions such as the Cayman Islands, Luxembourg, Singapore, the British Virgin Islands, and Ireland, chosen to fit the strategy, investor base, and tax profile of the fund.
The SEC, through the Advisers Act and the offering exemptions, is the constant. The CFTC arrives the moment a fund trades futures or swaps: the manager becomes a commodity pool operator unless it claims the de minimis exemption, which is filed with the NFA and reaffirmed every year. The IRS reaches a fund through the partnership audit rules, under which an adjustment is assessed on the partnership itself unless it elects to push the liability out to the partners, so the LPA names a partnership representative and says who bears the tax for a closed year. State securities regulators take notice filings; state banking regulators appear when a platform holds or moves customer money. Offshore, the Cayman Islands Monetary Authority or its counterpart registers the vehicle. We have represented clients in matters before the SEC, the CFTC and the IRS.
Both, and the second half is where the documents earn their keep. On the deal side we paper co-investment vehicles, which need their own offering exemption and their own allocation policy, and GP-led secondaries, where the continuation vehicle is a conflicted transaction that the LPA's advisory committee typically has to consent to with the conflict fully described. On the dispute side we see the same three clauses most often: the key-person trigger, the general partner removal provision and the clawback at the end of the fund's life, each drafted years earlier by people who did not expect to invoke it. The partners who closed the fund handle the dispute, so nobody has to learn the documents from scratch.
The firm's digital-asset work began in 2014, before the category had a settled name, and the questions have not changed much since: whether a token is a security under the Howey test, whether the firm holding the keys qualifies as a custodian under the Advisers Act custody rule, and how a fund values and audits an asset that trades around the clock on venues no auditor has examined. The answers have moved with each enforcement action and each rulemaking, and they will move again. In funds, securities and banking the frameworks are mature and we apply them exactly; in digital assets we apply the same discipline to rules that are still being written, and we say so to clients rather than overstating what is settled.
Yes, and the sequence matters as much as the shape. A Cayman private fund must register with the Monetary Authority within 21 days of accepting capital commitments and before it accepts any capital, so the registration sits between first close and first drawdown on the timetable. A Luxembourg or Irish parallel vehicle for EU investors brings an alternative investment fund manager and a depositary into the structure. Every entity then carries its own FATCA and CRS registrations and reporting, and the master-feeder tax analysis has to hold in each jurisdiction at once. We design the structure as one piece, instruct locally admitted counsel in each jurisdiction and keep one timetable, so no vehicle takes money before it is allowed to.
Buyouts, fund formation, direct deals, and asset protection for sponsors, principals, and the offices that hold private wealth.
Explore →The firm's frontier sector, taking in tokenized instruments, digital-asset platforms, and the regulatory and structuring work they require.
Explore →Carriers, captives, and insurance-linked securities, the regulated risk capital that shares the structuring and solvency questions of the funds world.
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.