Investor Claims
Investor disputes turn on the offering documents, the fund agreements, and the duties of the people who sold or managed the investment. We represent investors, and the managers and issuers opposite them, in securities fraud and misrepresentation claims, investment-adviser disputes, failed private placements, and fiduciary claims against fund managers.
The practice is limited to claims that arise from an investment: a security that was sold, an advisory relationship, a private fund, or a partnership or company interest an investor bought. We advise from the first review of the documents through negotiation, litigation, or arbitration where the agreement requires it.
Section 10(b) of the Securities Exchange Act and Rule 10b-5 address material misstatements and omissions in connection with the purchase or sale of a security. We work through what the private placement memorandum, investor presentation, and direct communications said, what they left out, and how the investment was sold. Where the same facts support a fraud or negligent-misrepresentation claim alongside the securities claim, we plead and try the record as one investment dispute.
Disputes with registered investment advisers and exempt reporting advisers usually start in the advisory agreement and Form ADV. Section 206 of the Investment Advisers Act is the antifraud provision, and the adviser's fiduciary duty of care and loyalty is the framework for conflicts, strategy, and risk that departed from what was disclosed. We compare Form ADV Part 2, the investment guidelines, and the account or fund activity against what the client was told.
When the investment is an LLC membership interest or a partnership stake, the dispute is between investors, or between investors and the manager, over distributions, information rights, related-party transactions, or a forced exit. The operating agreement or limited partnership agreement, read with the subscription documents, controls the outcome. We handle those member and partner disputes where capital was invested and the governing documents are the fight.
A Regulation D offering that breaks down raises a defined set of questions: whether the issuer relied on Rule 506(b) or Rule 506(c), what the private placement memorandum and subscription agreement said, who was solicited, and whether bad-actor disqualification under Rule 506(d) was addressed. We handle disputes that follow a failed or abandoned private placement, including where the exemption described in the offering and the way the securities were sold no longer match.
Claims against a general partner or manager of a private fund start in the limited partnership agreement, the private placement memorandum, and any side letters, then in how capital was called, invested, valued, or reported. When the manager is an investment adviser, the Advisers Act fiduciary duty applies whether the adviser is registered or an exempt reporting adviser. We handle conflicts, undisclosed related-party transactions, valuation disputes, and departures from the strategy or restrictions in the fund documents.
Shareholder agreements, investor rights agreements, and joint venture agreements produce disputes over information, consent rights, transfers, and what happens when the investment does not perform as the documents and the pre-closing disclosures described. We keep the matter on the investment itself: the security or interest that was sold, the governance rights that came with it, and the representations made to bring the capital in.
An investor claim is a securities and fund problem that has become a dispute. The decisive documents are the ones used to raise the capital: the private placement memorandum, subscription agreement, limited partnership agreement or operating agreement, side letter, investor rights agreement, and Form ADV. Counsel who drafts and negotiates those documents reads a complaint differently from counsel who sees them for the first time as exhibits. Our securities and fund practice is that work — Regulation D offerings, private fund formation, and Advisers Act compliance — and the same framework is what these claims are tried on.
Rule 10b-5 asks whether a statement or omission was material and was made in connection with the purchase or sale of a security. Section 206 of the Advisers Act asks whether an adviser defrauded a client or engaged in a practice that operated as a fraud. A Rule 506(b) or Rule 506(c) offering adds a further set of facts: the purchasers, the solicitation, the disclosure, and the bad-actor analysis under Rule 506(d). Those questions sit in the offering file and the adviser's compliance file. We already work in that file for sponsors, managers, and investors on the way in. When the investment fails or the disclosure does not hold, we use the same file to build or defend the claim.
Miami is a practical place to bring this work. Investors and managers here often have counterparties in Latin America, documents and conversations in English and Spanish, and accounts or assets in the United States. A claim may proceed in a Florida court, including the Southern District of Florida, or in arbitration if the governing agreement requires it. Either way, the analysis starts with the security, the offering, and the duties of the adviser or manager — and with counsel who can work the record in both languages.
Tell us about the investment and the dispute. We will follow up to schedule a consultation. No commitment required.