We form and represent venture capital funds, private equity funds, hedge funds, and real estate funds, as well as LPs in each. We have solid expertise forming and structuring master-feeder structures, including those with on-shore and off-shore feeders (we have partner law firms in all of the major tax havens); master-series funds; funds of funds; registered investment companies; and commodity pools. Our team will prepare the array of legal agreements necessary to raise and run a fund, including limited partnership/limited liability company agreements, subscription agreements, and investment management agreements, as well as private placement memoranda and marketing materials to market the fund.
Our team has the experience you need, whether your fund invests in public companies, private companies, other funds, or emerging industries such as cannabis and blockchain/cryptocurrency (we have a premier crypto fund formation practice). Our attorneys stay up-to-date on the latest regulations and court decisions that affect funds and their general partners, managers, and advisors. We ensure compliance with SEC and other U.S. laws and regulations, allowing fund managers to focus on their investment strategy. Many of our clients are emerging fund managers, who we are happy to guide through the fund launch process.
Ross Law Group is a leading law firm in the registration of investment advisers and exempt reporting advisers. We represent investment RIAs and ERAs at both the SEC level and the state level.
Focus Areas
Fund Formation
Entity formation, structuring and tax advice; preparation of offering documents and marketing materials.
Private Equity/Venture Capital Funds
Formation, transactional and regulatory representation; negotiation of side letters.
Offshore Funds
Counsel regarding blocker and feeder vehicles; selection and supervision of offshore counsel in connection with same.
Investment Advisor Representation
Preparation and filing of Form ADV; preparation of compliance manual, brochures, and ancillary documents.
Representative Matters
RLG formed Block26, one of the early crypto funds. Block26 finances and incubates innovative ideas that enhances the consumer adoption of blockchain technologies.
Form and advise Billioneurons, a high-impact global venture capital fund focused on disruptive technologies such as artificial intelligence, quantum computing, and biotechnology, led by principals of Bizrupt, LATAM’s most active venture capital fund.
Serve as primary fund formation counsel for AngelList, a platform which facilitates venture capital investments (primarily) in early-stage companies via the formation of venture capital funds.
Representation of Savannah Fund, a seed capital fund investing in early-stage high growth technology (web and mobile) startups in sub-Saharan Africa.
Securities law counsel for Cliintel Capital Group, a Denver-based sponsor of several cannabis industry-focused venture capital funds.
Formed numerous SPVs for investment into Filecoin Simple Agreement for Future Tokens, and continued to advise the SPVs upon the Filecoin token launch and the distribution to the underlying SPV investors.
Formed and advised SPVs for investment into Alt platform.
Creation of debt venture master fund with segregated series purchasing bonds and junior and senior tokens.
U.S. legal counsel for MCB Capital Markets, the investment banking and asset management arm of the largest banking group in Mauritius, in connection with the set up of a special purpose vehicle to issue currency-hedged and unhedged leveraged debt securities to U.S. and non-U.S. invest.
Infinite Capital, managed by longtime clients of RLG, is an investment firm focused on cryptocurrency assets and deep tech. Infinite Capital has made crypto-related investments in ETH, LUNA, Synthetix, MakerDAO, Theta, TOKE, and FST.
U.S. legal counsel to Abakkus Growth Fund, a Category III Alternative Investment Fund registered with the Securities and Exchange Board of India.
Advise the various funds of J-Ventures, which (largely) invest in early- to mid-stage technology companies which are equal- or majority-owned by Israeli-American entrepreneurs.
Acts as U.S. legal counsel for TIW Private Equity, an SME-focused, sector-agnostic buyout private equity fund.
Served as primary outside counsel to investor consortium; prepared and negotiated investment fund documentation, including private placement memorandum, limited partnership/liability company agreements, subscription agreements, and side letter.
Advise True Beacon, an Indian long-short equity fund with a zero standing-fee model.
Reviewed and negotiated side letters and revisions to fund documentation from the perspective of limited partners.
Converted a fund incorporated in Mauritius as a private limited liability company into a limited partnership in Delaware.
Representation of Eight Capital, an investment firm with offices in Connecticut and Mumbai and a focus on distressed debt and other special situation investments in India.
Represent numerous exempt reporting advisers, both in preparation and submission of Form ADV as well as in establishing compliance programs.
Setup of Cayman Islands organizational structure allowing for the pooling of investments from limited partners worldwide in order to invest in technology-enabled companies turning Africa’s most difficult challenges into global business opportunities.
Creation of debt venture master fund with segregated series purchasing bonds and junior and senior tokens.
Representation of Siana Capital, a Bangalore, India-based fund house that launched Deep Science India Fund, a fund registered with the Securities & Exchange Board of India (SEBI) that is focused on science and technology companies.
Prepare formation and offering materials for BR11 in its launch of a tokenized investment fund deploying capital into growth-phase technology companies in Brazil.
Prepared and negotiated formation documentation for numerous domestic investment funds.
Setup of domestic master-series to mirror offshore master-series fund structure; ongoing tax counsel and representation with regard to fund investments.
Form and advise fund investing in pegged USD stablecoins, “blue chip” cryptocurrencies, and emerging protocols.
Represent Hemisphere Ventures, an early-stage VC fund investing in pre-seed and seed technology companies.
Prepare formation and offering materials for Bridgewater Asset Group, a VC fund investing in U.S. hotel assets.
Represented limited partner in significant investment into an Andreeson Horowitz fund investing in crypto-related companies and projects.
Contact Us Today
Please contact us today to discuss how we can be of assistance.
Services
News & Insights
On-Demand Webinar: How Will the SEC’s New Private Fund Rules Practically Impact My Advisory Firm?
On August 23, 2023, the SEC unveiled the most sweeping reforms impacting advisers to private funds since the passage of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules will profoundly impact both those advisers registered with the SEC...