Investment counsel for single- and multi-family offices, covering direct deals, co-investments, fund commitments, and the holding structures and governance that keep private-wealth capital efficient, private, and defensible.
A single-family office can stay outside the Investment Advisers Act under a rule the SEC adopted in 2011, and it keeps that exclusion only for as long as every client is a family client. Admit one friend's capital and the office is an adviser, registered or exempt, from that day. The rule is the first thing we read against a family's plans and the last thing we check before a deal closes.
The capital then moves between three postures. A fund commitment is a review of someone else's documents and a side letter. A direct deal puts the office in the sponsor's seat, with the purchase agreement, the diligence and the governance rights to negotiate. A co-investment sits between them, on a sponsor's clock.
Permanence is the difference. With no fund term and no exit clock, the holding structure has to survive an estate as well as a deal, so the family partnership is built with Section 2036 in view and the Section 13 reporting thresholds are watched as public positions grow. We draft for the heirs as well as the counterparties.
Counsel when the family office buys directly, covering purchase-agreement negotiation, diligence, financing, and the governance, information, and exit rights that let an office hold a control or significant position with the protections an institution would demand.
Side-by-side investing alongside private-equity sponsors and other families, with co-investment agreements, allocation and fee terms, syndicate and club-deal documentation, and the governance rights that keep a minority participant protected.
Review and negotiation of limited-partnership commitments, including fund documents, side letters, most-favored-nation terms, and the key-person, transfer, and reporting protections that matter most to capital meant to stay invested for the long term.
The architecture that sits above the portfolio, meaning investment holding companies, family limited partnerships, and the entity design that separates investment from operating risk, organizes assets across generations, and supports tax efficiency and confidentiality.
The governance behind the office, from investment policy, allocation and conflicts discipline, and decision rights between principals and professionals to structuring against the family-office exclusion so the office's investment-adviser registration posture holds under examination.
Tax efficiency designed into the vehicle and the deal from the first draft, aligned with the family's estate and succession plan, and coordinated with the family's tax and wealth advisers so the structure serves the next generation as well as the current one.
A fund has a ten-year life and a harvest period, so its documents assume a sale. A family office has neither, which changes the asks: a dividend policy over a redemption right, a transfer right to the next generation's trusts over a drag-along, and governance for holders who were not at the signing.
A family investment company avoids registration under the Investment Company Act through Section 3(c)(1), which caps it at 100 beneficial owners, or Section 3(c)(7), which requires every owner to be a qualified purchaser. A family company qualifies with $5 million in investments, but each trust and entity in the chain is tested on its own.
The SEC's family office rule excludes an office only if it serves family clients alone, is owned by family clients and controlled by the family, and does not hold itself out as an adviser. Key employees may invest; a friend may not. A multi-family office fails the first test at its first outside client.
A family limited partnership can hold the investments, centralize management and support valuation discounts on transferred interests. If the senior generation kept control of distributions, commingled personal funds or contributed nearly everything it owned, Section 2036 pulls the assets back into the estate at full value. The formalities are the structure.
The 2025 tax law fixed the estate exemption at $15 million per person from 2026, indexed, and removed the sunset that drove recent planning. The design questions remain: whether an investment sits in a grantor trust or the office, whether its shares qualify under Section 1202, and how family members' carried interest is taxed.
Privacy ends at the public markets. An office with discretion over $100 million in listed equities files Form 13F each quarter, exclusion or not, and crossing five percent of an issuer means a Schedule 13D within five business days, or a 13G if passive. The choice left is whose name goes on the filing.
Before the first deal, we read the family's investment policy, adviser posture, and existing holding stack. Then we set the entity architecture, allocation authority, and confidentiality protocols that every subsequent transaction will inherit.
Each opportunity gets classified on arrival: direct control deal, co-invest alongside a sponsor, or fund commitment. That triage sets the diligence depth, the negotiating position, and which side-letter or governance asks are actually winnable.
We negotiate the deal the way permanent capital can, with no fund-life clock and no forced exit horizon. Purchase terms, minority protections, information rights, and tax structuring are drafted to hold for decades rather than for a hold period.
Post-closing, the position joins the family's ledger: board seats staffed, distributions routed through the holding structure, and each investment kept aligned with the estate and succession plan so the portfolio transfers as cleanly as it was built.
Permanent capital never has to sell, so we never draft as if it does.
Three jobs. First, the architecture: the holding entities above the portfolio, the family investment vehicle's exemption under the Investment Company Act and the office's own posture under the Advisers Act. Second, the deals: purchase agreements and governance rights on a direct investment, the co-investment documents when the office rides alongside a sponsor, and the fund documents and side letter on a commitment. Third, the reporting that follows the capital, from Schedule 13D and Form 13F on public positions to the tax elections and trust transfers that keep the estate plan and the portfolio aligned.
Both. We act for single-family offices investing their own capital and for multi-family offices investing on behalf of several families, and the structure follows which one it is. A single-family office answers to its principals, while a multi-family office must also manage allocation, conflicts, and the line between advising and managing that can implicate registration.
A fund commitment is a review of the sponsor's limited partnership agreement and a negotiation over the side letter, where the winnable points are most-favored-nation treatment, reporting and co-investment rights. The office carries no execution risk and has little say afterward. A direct deal reverses that: the office runs diligence, negotiates the purchase agreement and sets the governance rights it will live with for a decade or more. The posture differs, and so does the standard of care the family's own fiduciaries owe when they choose one over the other.
To separate what the family owns from what it operates, and to fix who owns it before an estate forces the question. A holding company or family partnership above the portfolio lets investments be bought and sold without touching the operating businesses, lets interests pass to trusts for the next generation at a discount a valuation can defend, and gives lenders and counterparties one entity to deal with. It has to be respected to work: separate accounts, real distributions on a real policy and decisions minuted, because a structure the family ignores is one Section 2036 will ignore too.
It can. The SEC's 2011 family office rule keeps a single-family office outside the Investment Advisers Act if it has no clients other than family clients, is wholly owned by family clients and controlled by family members, and does not hold itself out to the public as an adviser. Family clients include family members, key employees and the family's trusts and charities. A multi-family office, or an office that takes one outside investor, falls outside the rule and must register or find an exemption. We document the office's posture at formation, revisit it at each new investor or employee, and represent clients in matters before the SEC when the question is examined.
At the entity level and at the deal level, and the two have to agree. The entity question is where a position sits: in the office, in a grantor trust the senior generation pays tax for, or in a vehicle outside the estate. The deal question is the form of the investment, since a direct purchase of C corporation stock may qualify for the Section 1202 exclusion if the company was small enough when the shares were issued and they are held long enough, while a partnership interest brings allocations of ordinary income the office cannot shelter. We settle both before signing and coordinate with the family's tax advisers, because the exit is taxed the way the entry was structured.
Side-by-side investing alongside sponsors and other allocators, with co-investment terms, syndicate documentation, and the governance rights that protect a minority participant.
Explore →Minority and growth-stage positions, with the preferred terms, protective provisions, and information and exit rights that matter when you do not control the company.
Explore →Control acquisitions and take-privates, covering acquisition structure, financing, and the deal documents for a family office taking the sponsor's seat.
Explore →Holding-period governance and the exit, including secondary sales, recapitalizations, and structured liquidity for positions a family office has held for the long term.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
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