Fund Formation, Investment Management & Compliance

The Fund Formation, Investment Management & Compliance Practice at Duval & Stachenfeld focuses on advising investment managers on the formation and ongoing operations of domestic and offshore private investment funds (including real estate, private equity, venture and hedge) and their management entities.

Practice Group Leader: Terri L. Adler


The Fund Formation, Investment Management & Compliance Group at Duval & Stachenfeld advises investment managers on the formation and ongoing operations of domestic and offshore private investment funds (including real estate, private equity, venture and hedge) and their management entities. 

Our practice focuses on private funds investing in real estate, including debt, equity, blind pools, single-asset vehicles and funds of real estate funds, across all strategies and asset classes.  We represent emerging managers, institutional managers and specialized funds such as GP capital and sponsor capital funds. In addition to real estate, no asset class is too esoteric - we enjoy being creative and have experience structuring funds investing in assets ranging from shipping vessels, to B-grade movies, to minor league baseball teams.  We have participated in structuring, forming and representing hundreds of funds and investment managers, and for performing diligence on hundreds more.

We provide practical regulatory and compliance advice with respect to all rules and regulations applicable to private funds and their advisers.  We regularly assist our clients with RIA registration, the adoption of compliance policies and procedures, regulatory filings, the preparation for SEC audits and related matters, including enforcement matters. 

In addition to structuring and forming funds, we form investment management entities and platforms, including those managed by multiple parties and other types of strategic relationships.  

The group also advises private fund investors with respect to their investments in private funds or managed accounts, performing due diligence and negotiating side letters, seed and incubation deals and other strategic relationships.

We also assist clients who are active in the so-called “secondaries” market – purchasing and selling private fund interests as well as more complex fund recapitalizations and other restructurings.  

In addition to traditional private placements, we also have expertise with other types of offerings including general solicitation, crowdfunding and Regulation A+. 

In the compliance area, there are numerous regulations now affecting real estate funds and other companies.  In this environment, it would be SO easy for us – like many lawyers – to just say “no” to everything and anything and advocate the most difficult and expensive way of doing business.  But, philosophically, we will not practice that way in our Fund Formation, Investment Management & Compliance practice group.  Instead, we keep our focus on our mission “to help our clients grow their businesses.”  To effectuate that goal, we believe we can best serve our clients by figuring out how to thread the needle between two goals that need harmonizing:

  • Intensive care to make sure our clients always stay on the right side of the rules – as nothing is worse than a governmental investigation or even an accusation of a violation

  • At the same time, figuring out optimal strategies to not have the regulations unnecessarily impede our clients’ business goals

And this is exactly what we in the Fund Formation, Investment Management & Compliance Practice Group make the linchpin of our practice for the benefit of our clients. 

In addition to our philosophy, we help our clients “build their businesses” in a variety of ways, including:

  • Utilizing our extensive market knowledge to help clients structure offerings that will be marketable to outside investors

  • Connecting our clients with the right service providers (administrators, auditors, placement agents, sources of financing, and other counterparties)

  • Connecting our clients with useful investment and strategic relationships

  • Providing marketing advice and assisting clients in developing institutional-grade marketing materials and offering documents that are straightforward and easy for investors to understand

  • Creating practical and effective compliance policies and procedures that are tailored to the size and complexity of each client’s organization

  • Using our top-notch tax practice to determine the ideal tax-efficient structure for domestic and offshore funds and management entities 

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