For private-equity sponsors, venture funds, investment managers, and family offices, from fund formation through deployment, the securities path, and the governance that keeps a portfolio defensible.
A limited partnership agreement is read closely twice: by the anchor investor's counsel before the close, and by an examiner years later, usually at an inconvenient moment. We draft for both readers at once. The terms that survive them are the ones that let a manager raise the successor fund.
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.
Whether the fund is a Delaware limited partnership or an offshore feeder, which Investment Company Act exemption it relies on and where the carry lands for tax are settled before capital is called, because those choices are lived with for a decade. From there the documents are drafted to be reconciled with one another: side letters against most-favored-nation obligations, and the waterfall against the escrows and earnouts of an exit before it is signed.
An exemption is a set of conditions, not an exit from the securities laws, and much of this practice is keeping those conditions true while the fund goes about its business. The firm has represented clients in matters before the SEC, the CFTC and the IRS, always for the manager and never for the agency.
Vehicle selection and formation for closed-end and open-ended strategies, including limited-partnership and management-entity structures, subscription and side-letter terms, and the formation documents an anchor investor will diligence before the first close.
Speak to this team →Private placements, registration exemptions, and the disclosure and reporting framework around a raise, assembled so the next round, and the next examination, find a clean record rather than a reconstruction.
Enter the practice: Securities & Capital Markets →Fund-side venture counsel, from deal structuring and term-sheet negotiation through investment-agreement drafting, diligence, and portfolio-company support in follow-on rounds and the eventual exit, with securities compliance held throughout.
Enter the practice: Venture Capital →Counsel across private equity, hedge, real-estate, and venture vehicles, from fund structuring and management and investor-subscription agreements to portfolio and exemption analysis and the tax-aware design that keeps the strategy efficient.
Enter the practice: Private Funds & Investment Management →Regulatory and structural counsel for proprietary trading and financial-services firms, spanning formation, compliance posture, and the standards these firms answer to before the SEC, FINRA, and the CFTC.
Enter the practice: Proprietary Trading Firms →The fiduciary architecture behind a fund, including investment-committee structure, conflicts and allocation policy, LP reporting discipline, and the governance that keeps a portfolio defensible when capital, counterparties, or examiners apply pressure.
Speak to this team →Sponsor-side counsel for leveraged acquisitions and public-company take-privates, with acquisition financing, the public-to-private path, and the documents the lenders and the board will read.
Enter the practice: Leveraged Buyouts & Take-Privates →Minority-stake counsel for growth-equity sponsors on investment structuring, preferred terms, and the governance and protective rights that travel with a non-control position.
Enter the practice: Growth & Minority Equity Investments →Buy-and-build counsel for platform sponsors, with bolt-on diligence run at scale, integration mechanics, and the repeatable deal architecture a roll-up thesis depends on.
Enter the practice: Add-On Acquisitions & Roll-Ups →Counsel across the hold period and the exit, including board governance, value-creation legal support, and the sale or IPO path that turns a position into a realized return.
Enter the practice: Portfolio Management & Exits →Counsel for co-invest vehicles and club deals, from syndicate and club agreements and allocation discipline to the structures that keep a multi-sponsor deal defensible.
Enter the practice: Co-Investments & Club Deals →Counsel for family offices investing directly, in direct deals, co-investments, fund commitments, and the governance and structuring a principal's capital requires.
Enter the practice: Family Office Investments →Private funds often sit outside the full securities regime, yet remain bound by anti-fraud rules, the conditions of their registration exemptions, and investor-suitability standards, and every one of them has to hold under examination.
Private equity, hedge, real-estate, venture, and mutual-fund structures carry distinct regulatory and operational requirements. The structure that fits one strategy rarely fits the next.
Keeping within federal standards is the price of being in the business. Lapses in securities-trading and investment rules invite enforcement, penalties, and operating restrictions that can reach the fund's ability to raise again.
Fund-formation papers, management agreements, subscription documents, and side letters are read closely by anchor investors and, later, by examiners. They are the record the manager is held to, drafted once and relied on for the life of the fund.
Tax efficiency is built into the vehicle and the deal from the first draft, where it becomes an advantage that compounds across the portfolio. Added at the close, it is only a constraint.
Disciplined legal and financial diligence optimizes for tax, surfaces legal and financial risk early, and confirms that the structure complies before capital moves. That conserves the one resource a fund cannot replace.
Before a fund goes to market, or a sponsor signs a deal, we run it through adversarial diligence. We red-team the structure and the documents the way an anchor investor's counsel, and later a regulator, will read them. Nothing they find should surprise you. A partner leads the matter and stays accountable for it. You move first, and you hold the line with us behind it.
The operating-company side of the same work, including strategic structuring, corporate governance and securities regulation, venture capital, and the shared sub-practices a sponsor's portfolio depends on.
Explore Corporate →Token, exchange, fund, and regulatory strategy for digital-asset ventures and the institutions financing them, with counsel to the category since 2014, when it had no settled name.
Explore Digital Assets →Domestic and international structures that hold what a strategy earns, for the principals behind the fund as much as for the fund itself.
Explore Asset Protection →Hart David Carson LLP's private capital practice acts for the people who allocate the capital: private-equity sponsors, venture funds, investment managers, and family offices. The work runs from fund formation through deployment, the securities path, and the governance that keeps a portfolio defensible.
The practice covers the disciplines that carry a fund from a thesis to a track record: fund formation, securities and capital markets, venture capital, private funds and investment management, proprietary trading firms, and governance for sponsors and managers. It is written from the capital side of the table.
Private funds often sit outside the full securities regime, yet they remain bound by anti-fraud rules, the conditions of their registration exemptions, and investor-suitability standards, each of which has to hold under examination. Exempt is not the same as unregulated.
We structure the vehicle, draft the documents the next limited partner and the next examiner will read, and keep the manager inside federal lines while the strategy does its work. Tax efficiency is built into the vehicle and the deal from the first draft, where it still has room to shape the structure.
The Pressure Test is adversarial diligence run before a fund goes to market or a sponsor signs a deal. We red-team the structure and the documents the way an anchor investor's counsel, and later a regulator, will read them, so nothing they find should surprise you.
Yes. Cross-border by design, Hart David Carson LLP works to one standard from Chicago, with offices in London and Dubai through partner firms, with a partner network that extends the firm's reach across the jurisdictions sponsors and managers use most.
Before a dollar is raised, the architecture is settled: Delaware limited partnership or offshore feeder, the exemption path under Investment Company Act Sections 3(c)(1) or 3(c)(7), adviser registration or exemption, and where carry and management fees sit for tax. Decisions made here are lived with for a decade.
The LPA, PPM, and subscription documents are drafted to survive an examiner's read as well as a closing. Side letters are negotiated and reconciled against most-favored-nation obligations, and Regulation D offerings are perfected, with Form D and blue-sky filings tracked jurisdiction by jurisdiction.
Each platform acquisition, growth check, add-on, and co-investment runs through the same discipline: diligence that prices what it finds, equity documents that anticipate the exit, and portfolio governance that keeps the sponsor's rights enforceable when a company underperforms.
Exits are negotiated with the waterfall open on the table, with escrows, rollover equity, and earnouts modeled against the distribution provisions before signing. Then clawback exposure is closed out, the vehicle wound down, and the track record documented cleanly for the successor fund.
A fund is a promise written in a partnership agreement. We draft it to be kept for ten years.
Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
Private equity counsel in Chicago →
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.