Private Funds & Securities Legal Services
CORPIYA COUNSEL provides specialized legal counsel for fund managers, GPs, and VC/PE-backed portfolio companies — fund formation, private placement compliance, and investor-facing agreements handled by counsel who work in this space specifically, not as a side practice to general corporate work.
Specialized Counsel, Beyond General M&A
Our M&A services cover the legal work behind a transaction — buying, selling, or merging a company. Private funds and securities work is a different discipline: forming the fund vehicle itself, complying with the securities rules that govern how a fund raises capital, and drafting the agreements that govern the relationship between a fund and its investors. A generalist M&A engagement isn’t built for that.
Corpiya Counsel’s private funds practice exists for that gap — fund managers, GPs, and the portfolio companies they back need counsel fluent in fund formation and securities compliance, not just transactional deal support.
What’s Included in Our Private Funds & Securities Services
Legal support across the fund lifecycle, from formation to ongoing counsel
Fund Formation
Entity selection and formation for the fund vehicle and its general partner, plus the foundational governing and offering documents a new fund needs before its first close.
Private Placement / Reg D Compliance
Securities compliance for private offerings — exemption analysis, offering documents, and accredited investor verification built into how the raise is run.
LP & Investor Agreements
Subscription agreements, limited partnership agreements, and side letters drafted or reviewed so the terms between a fund and its investors are clear and enforceable.
Ongoing Fund Counsel
Standing legal support for a fund after its first close — additional closes, amendments, LP questions, and the day-to-day legal needs of an active fund.
SPV & Co-Investment Structuring
Special purpose vehicles and co-investment structures formed for a specific deal, alongside a fund’s main vehicle, with the governing documents that define who’s in and on what terms.
Counsel for VC/PE-Backed Portfolio Companies
Corporate counsel for portfolio companies that need someone fluent in investor-facing governance, financing terms, and board dynamics — not just general business legal support.
Who Needs Private Funds Counsel
- Fund managers forming a new fund vehicle — venture, private equity, or search fund — who need formation and offering documents done right from the start
- Emerging managers running a private placement or Reg D offering who need securities compliance built into the raise, not checked after the fact
- GPs and fund sponsors who need LP-facing agreements — subscription documents, side letters, LPAs — drafted or reviewed by counsel
- Funds structuring SPVs or co-investment vehicles for a specific deal alongside their main fund
- VC- or PE-backed portfolio companies that need counsel familiar with investor-facing governance and financing terms
Led by a New York–Licensed Attorney With Fund Experience
Corpiya Counsel’s private funds practice is led by Sebastien Gaddini, a member of the New York Bar since 2010 whose background spans the private equity fund lifecycle — from formation through exit — including structuring an alternative investment fund and its holding entities, and advising global private equity firms on transactions and compliance across jurisdictions.
A dedicated Private Funds & Financial Services tier
Private funds and securities work falls outside our standard Essentials, Professional, and Enterprise plans — it’s scoped and priced individually as our dedicated Private Funds / Financial Services tier, built around capital-raise compliance, issuer vetting, and securities-driven engagements.
See plans and pricingFrequently Asked Questions
How is private funds counsel different from your M&A services?
M&A covers the legal work behind buying, selling, or merging a company. Private funds counsel is a different discipline — forming the fund vehicle, complying with securities rules on how it raises capital, and drafting the agreements between the fund and its investors. Some clients need both, but they’re distinct bodies of work.
Do you handle fund formation for venture capital and private equity funds?
Yes. We handle entity selection and formation for the fund vehicle and its general partner, along with the governing and offering documents a fund needs before its first close.
What does Reg D / private placement compliance involve?
Structuring a private offering under an available securities exemption, preparing the offering documents, and verifying investor eligibility as part of the raise. Specifics vary by fund structure and offering type — we’ll walk through what applies to yours directly.
Can you draft or review LP agreements and side letters?
Yes. Subscription agreements, limited partnership agreements, and side letters are part of our LP & investor agreements work, whether we’re drafting from scratch or reviewing terms a counterparty proposed.
Do you set up SPVs or co-investment vehicles for a single deal?
Yes. We structure special purpose vehicles and co-investment vehicles alongside a fund’s main vehicle, with governing documents that define participation and terms for that specific deal.
Is private funds counsel included in a subscription plan?
It’s not part of our standard Essentials, Professional, or Enterprise tiers. Private funds and financial services work is scoped and priced individually given how much it varies by fund structure and offering — contact us for pricing, or see our Corporate Governance & Compliance services if you need ongoing entity-level compliance alongside fund counsel.
Get In Touch
Ready to talk about fund formation or securities compliance for your firm?
Contact Information
contact@corpiya-counsel.com
104 W 40th St
New York, NY 10018