Hart David Carson LLP is a global corporate and private-capital law boutique whose private-equity and family-office practice advises sponsors, principals, and the offices that hold private wealth on buyouts and direct deals, fund formation and GP/LP terms, asset protection, and cross-border structuring, from a Chicago base with reach across London, Dubai, and a partner network on five continents. The work for sponsors, principals, and the offices that hold private wealth runs from buyouts and direct deals through fund formation and GP/LP terms to the asset protection and cross-border structuring that hold 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 Delaware limited partnership agreement may eliminate the general partner's fiduciary duties altogether, and many fund agreements do. What it cannot eliminate is the implied covenant of good faith and fair dealing, which is why so many disputes between a sponsor and its investors end up on that narrow ground, over the clause nobody negotiated. We draft knowing which arguments the limited partners will have left.
The work is full of thresholds like it. Carried interest is taxed as long-term gain only on assets held more than three years. A single-family office stays outside the Investment Advisers Act only while it serves family clients alone, is owned and controlled by the family, and holds itself out to no one else; one outside client ends that. A transfer into a self-settled trust made to hinder a creditor can be unwound by a bankruptcy trustee for ten years, not the usual two.
The firm has worked where sponsors and families meet since 2013, and in digital assets, where family offices now invest directly, since 2014. We have also represented clients in matters before the SEC, the CFTC, and the IRS.
Counsel to sponsors, managers, family offices, and principals on the deals and terms that drive the strategy, from co-investments and direct deals to GP and LP arrangements and the portfolio governance that keeps holdings defensible.
Explore →Fund formation for private-equity and venture strategies, master-feeder and parallel structures, fund governance and fund finance, and the carried-interest and GP/LP terms where the economics live.
Explore →Trusts, holding entities, and jurisdiction selection that protect what a principal or family has built, put in place before any claim arrives and coordinated with succession and estate planning so that protection and wealth transfer are planned together.
Explore →Buy-side and sell-side diligence, deal structuring, carve-outs, and the post-closing integration on which a buyout thesis stands or falls, for sponsors and direct-investing family offices alike.
Explore →Acquisition and leveraged finance for buyouts, fund finance and subscription lines, and the security and intercreditor terms that surround a financed transaction, on both the borrower and lender side.
Explore →Disputes counsel for sponsors, investors, principals, and the offices around them when fund terms, financing covenants, fiduciary obligations, or family arrangements are tested, coordinated with the formation and protection teams.
Explore →A major center for private-equity vehicles and master-feeder structures, used where a tax-neutral, internationally recognized fund domicile fits the sponsor and investor base.
Cayman Islands →The European hub of choice for regulated and alternative vehicles, used for buyout and direct-investment strategies marketed to EU investors under recognized fund regimes.
Luxembourg →The principal Asia-Pacific gateway for fund management, family-office structures, and capital, used where the strategy, sponsor, or family base is centered in the region.
Singapore →A flexible, widely used domicile for fund and holding vehicles, often paired with a manager or family office elsewhere in a cross-border design.
British Virgin Islands →A long-established trust and asset-protection jurisdiction, used for protective structures that hold private wealth at arm's length from later claims.
Nevis →Our global-reach map sets out the full set of onshore and offshore centers we coordinate through for fund, holding, and trust structures, with local counsel where a domestic license or filing is required.
Global reach →Acquisitions, buyouts, co-investments, and direct deals, with the diligence, structuring, and post-closing governance on which the thesis depends.
Forming private-equity and venture funds with the master-feeder, parallel, and governance arrangements they require, and negotiating the carried-interest, waterfall, and side-letter terms where the economics live.
The financing around a buyout, from acquisition and leveraged facilities to fund finance and subscription lines, and the security and intercreditor terms that surround the transaction.
Trusts, holding entities, and jurisdiction selection that protect private wealth and move it to the next generation, built before any claim arrives.
Coordinating management entities, fund and holding vehicles, protective trusts, investors, and family members across jurisdictions so the structure works as a whole for regulatory, tax, and commercial purposes.
Engagement with regulators where a matter requires it, and disputes counsel when fund terms, covenants, fiduciary obligations, or family arrangements are tested.
Before a dollar is committed, the GP/LP architecture is set: management-fee and carry mechanics, the waterfall, key-person and clawback terms, and the Delaware, Cayman, and Luxembourg stack that anticipates where LPs sit and where deals will land.
Each platform acquisition runs on its own clock, through exclusivity, diligence, the equity commitment letter, and debt papers negotiated in parallel, with rollover equity and management incentive plans stitched in before signing.
Through the hold, bolt-ons close under the same paper, covenants get amended rather than tripped, and family-office principals layer trusts and holding entities so the portfolio's growth accrues inside structures that will survive it.
Whichever route the exit takes, sale, secondary, or continuation vehicle, it is modeled against the waterfall set at stage one, escrows and earnouts unwind on schedule, and carry distributes exactly as the fund documents said it would.
A fund is a promise written ten years before it is kept, and we draft it accordingly.
Both, and often for the people who move between them. We act for private-equity and venture sponsors on the fund and the deals, and for family offices and principals on direct investments, co-investments, and the structures that hold private wealth. The work overlaps more than it used to, because many family offices now invest directly and run programs that look much like a small fund. We are comfortable on either side of the table and mindful of the conflicts that can arise when a client sits on both.
Hart David Carson LLP advises on fund formation and holding structures both onshore and across the major offshore centers, coordinating 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, and the British Virgin Islands for fund and holding vehicles, and through trust jurisdictions such as Nevis and the Cook Islands where asset protection is the goal. Each is chosen to fit the strategy, investor base, and family circumstances.
Depending on the activity, a matter can fall within the reach of the SEC and the CFTC, FinCEN, the IRS, and state securities regulators, alongside the relevant authorities in each offshore jurisdiction. We help clients identify which frameworks apply to their specific activities and represent clients in matters before the SEC, the CFTC, and the IRS where a regulator is involved.
Yes. A sponsor-backed acquisition runs on three documents negotiated at once: the purchase agreement, the equity commitment letter from the fund to the acquisition vehicle, and the debt commitment papers, with a reverse termination fee, backed by a limited guarantee from the fund, as the seller's only recourse if the financing fails. Rollover equity and the management incentive plan are drafted before signing so that the sellers who stay are taxed on a rollover rather than a sale. After closing the work moves to the credit agreement, since most portfolio-company problems arrive as a covenant before they arrive as a dispute.
Backwards from the creditor. A transfer is voidable if it was made to hinder a creditor, or if it left the transferor insolvent with nothing of equal value coming back, and the look-back runs four years under most state statutes and ten in bankruptcy for a self-settled trust, so a structure built after the dispute is visible is built too late. We put trusts and holding entities in place while the balance sheet is quiet, choose the jurisdiction for its statute rather than its brochure, and plan the structure alongside the estate plan so that protection and the wealth transfer are one design rather than two that argue.
Yes. The usual design has a Delaware general partner and management company, a Cayman or Luxembourg fund, and a trust in a jurisdiction chosen for its statute, with investors and family members in several more. Each piece has its own clock. A Cayman private fund must register with the Monetary Authority within 21 days of accepting capital commitments. A Luxembourg vehicle marketed to EU investors needs an authorized or registered manager. A US feeder with tax-exempt investors wants a blocker for unrelated business taxable income. We hold the design together and bring in locally admitted counsel for the local filing.
Asset managers, funds, and the businesses that move capital, with fund formation, securities and investment-management regulation, and cross-border structuring.
Explore →The firm's frontier sector of tokenized instruments and digital-asset platforms, increasingly part of a direct-investing family office's program.
Explore →Investment, development, joint ventures, and finance on the real-asset side of a private-equity or family-office portfolio.
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.