Securities counsel for fund managers, growth companies, and cross-border investors.

We work with emerging and established managers to structure, document, and launch private investment vehicles — including venture capital funds, private equity funds, hedge funds, and real asset vehicles. Our fund formation work covers the full lifecycle: entity structuring, drafting of limited partnership agreements and operating agreements, private placement memoranda, subscription documents, and side letter negotiations.

For investment advisers, we serve as ongoing outside regulatory counsel. We advise SEC-registered investment advisers and exempt reporting advisers on the Advisers Act compliance framework, including Form ADV preparation and amendments, compliance program design and annual reviews, code of ethics, custody rule obligations, advertising and marketing rule compliance under the new Marketing Rule, and books and records requirements.

We represent principals on both sides of middle-market acquisitions, dispositions, recapitalizations, and joint ventures. Our approach is hands-on and deal-oriented — we quarterback transactions from the letter of intent through closing and post-closing adjustments, coordinating with tax advisors, accountants, and lenders to keep deals on track.

We have particular experience with transactions involving regulated entities — including acquisitions of RIA practices, fund portfolio transfers, and transactions where securities law intersects with traditional M&A. We also advise on cross-border M&A where U.S. and Latin American parties are on opposite sides of the table.

We counsel companies raising capital through private placements, advising on exemption selection, offering structure, investor qualification, and disclosure obligations. Our work spans the full range of Regulation D offerings — from single-investor Series Seed financings to multi-tranche institutional raises — as well as Regulation S offerings to non-U.S. persons.

We also advise growth-stage companies on equity compensation design and implementation — including stock option plans, restricted stock awards, profits interests, and phantom equity arrangements. For founders navigating priced rounds, SAFE and convertible note conversions, and secondary transactions, we provide securities counsel that accounts for both regulatory requirements and cap table mechanics.

We advise high-net-worth individuals and families — primarily from Latin America — on the legal architecture of their U.S. investments and wealth structures. This includes inbound investment planning for non-resident aliens acquiring U.S. real property, operating businesses, and financial assets, as well as pre-immigration planning for individuals establishing U.S. tax residency.

Our trust and estate structuring work focuses on dynastic planning through domestic and foreign trusts, asset protection structures, and succession planning for family-held businesses and investment portfolios. We coordinate with tax counsel, family office advisors, and fiduciaries in multiple jurisdictions to build structures that are operationally practical and compliant across borders.

We represent businesses and individuals in high-stakes commercial disputes in Florida state and federal courts, as well as in arbitration. Our litigation practice is concentrated in areas where our transactional and regulatory knowledge gives us a tactical advantage — including disputes arising from failed M&A transactions, securities fraud claims, investment adviser disputes, and partnership and LLC member controversies.

We handle matters from pre-litigation demand strategy through trial and appeal. Where appropriate, we pursue early resolution through mediation and negotiation, but we prepare every case as though it is going to trial. Our experience before the Southern District of Florida and the Eleventh Circuit gives us familiarity with the procedural requirements and judicial preferences in the courts where our clients' disputes most frequently arise.