The Investments Lawyers
We’re a tech-enabled boutique law firm with a particular focus on investment funds, syndications, and securities laws.
We do GP-side fund formation, LP-side representation, and deal work (e.g., M&A, venture financings, and real estate transactions).
Practice Areas
Investment Fund Formation
We love fund formation. Whether you’re ready to form Fund IX or you’re an emerging manager building your investment firm from scratch, we can help.
You’ll have an experienced guide through the entire fund formation process, including:
Regulatory and tax analysis
Selecting fund terms
Entity formation
Contract drafting
Investor relations and negotiations
Securities filings
Ongoing support
We serve clients across asset classes, including real estate, private equity, venture capital, private credit, hedge funds, digital assets, and more.
Special Purpose Vehicle Formation
If you prefer investing on a “deal-by-deal” basis, we have you covered. Pooling investor capital to invest in a single asset is especially common for emerging managers on their way to raising their first investment fund.
Examples of special purpose vehicles:
SPV to purchase a single apartment building or strip mall
SPV to purchase a single business (“independent sponsor”)
SPV to purchase a single class of securities (e.g., Series A preferred stock)
We can discuss the costs and benefits of raising an SPV versus raising a fund.
Limited Partner Representation
We represent limited partners in funds and SPVs. If you’re a careful investor, you may want an attorney to review the fund documents to look for red flags.
You may also want a “side letter” with the fund to obtain special rights or economic terms. If you don’t have a form side letter request for funds and SPVs, we can help you create one.
Some larger LP clients prefer a detailed list of fund terms and conditions. Other clients just want a quick email with any material red flags. It's up to you.
Mergers and Acquisitions (M&A)
We guide clients through every stage of M&A transactions, from strategic planning to post-closing integration. Whether you’re acquiring a competitor, divesting a business unit, or forming a joint venture, we provide:
Transaction structuring and valuation analysis
Comprehensive due diligence and risk assessment
Negotiation of letters of intent and purchase agreements
Coordination of regulatory filings and antitrust reviews
Post-closing integration and earn-out management
Venture Capital Financings
We do both fund-size and company-side venture capital deal work, negotiating and quarterbacking financings for emerging and established companies. Our services include:
Structuring seed, Series A–F, and bridge financings
Drafting and negotiating term sheets and investment agreements
Advising on valuation, option pools, and founder dilution
Managing board and investor consent processes
Coordinating closing deliverables and post-financing governance
Corporate
From day-to-day counsel to major strategic initiatives, we support companies at every stage of their lifecycle. We can help with:
Entity formation, governance, and charter amendments
Equity and debt capital raises, including private placements
Shareholder and operating agreements
Compliance with corporate formalities and annual reporting
Corporate restructurings, spin-offs, and dissolutions
Real Estate
We represent developers, operators, and investors in all aspects of commercial and residential real estate transactions. Our real estate practice includes:
You’ll have an experienced guide through the entire fund formation process, including:
Acquisition and disposition of land and income-producing properties
Structuring and negotiating joint ventures, partnerships, and TICs
Negotiating leases, loan documents, and construction contracts
Regulatory
We help clients navigate the ever-evolving landscape of securities laws. Our regulatory practice covers:
Securities Act compliance, including 506(b) and 506(c) fundraises
Investment Advisers Act compliance, including exempt reporting adviser (ERA) and Registered Investment Adviser (RIA) registration
Investment Company Act compliance, including 3(c)(1) and 3(c)(7) parallel funds
Tax
We provide sophisticated tax advice tailored to private funds, M&A deals, and venture capital transactions, helping clients optimize structure and compliance. Our tax services include:
Advising on carried interest, incentive allocations, and other partnership tax matters
Management fee waivers (or other fee waivers) to fund GP commitments
Structuring fund formations and feeder vehicles for efficient taxation, including analysis in respect of UBTI, ECI, and FIRPTA
Tax-efficient deal structuring for mergers, acquisitions, financings, and divestitures
Investment Fund Formation
We love fund formation. Whether you’re ready to form Fund IX or you’re an emerging manager building your investment firm from scratch, we can help.
You’ll have an experienced guide through the entire fund formation process, including:
Regulatory and tax analysis
Selecting fund terms
Entity formation
Contract drafting
Investor relations and negotiations
Securities filings
Ongoing support
We serve clients across asset classes, including real estate, private equity, venture capital, private credit, hedge funds, digital assets, and more.
Special Purpose Vehicle Formation
If you prefer investing on a “deal-by-deal” basis, we have you covered. Pooling investor capital to invest in a single asset is especially common for emerging managers on their way to raising their first investment fund.
Examples of special purpose vehicles:
SPV to purchase a single apartment building or strip mall
SPV to purchase a single business (“independent sponsor”)
SPV to purchase a single class of securities (e.g., Series A preferred stock)
We can discuss the costs and benefits of raising an SPV versus raising a fund.
Limited Partner Representation
We represent limited partners in funds and SPVs. If you’re a careful investor, you may want an attorney to review the fund documents to look for red flags.
You may also want a “side letter” with the fund to obtain special rights or economic terms. If you don’t have a form side letter request for funds and SPVs, we can help you create one.
Some larger LP clients prefer a detailed list of fund terms and conditions. Other clients just want a quick email with any material red flags. It's up to you.
Mergers and Acquisitions (M&A)
We guide clients through every stage of M&A transactions, from strategic planning to post-closing integration. Whether you’re acquiring a competitor, divesting a business unit, or forming a joint venture, we provide:
Transaction structuring and valuation analysis
Comprehensive due diligence and risk assessment
Negotiation of letters of intent and purchase agreements
Coordination of regulatory filings and antitrust reviews
Post-closing integration and earn-out management
Venture Capital Financings
We do both fund-size and company-side venture capital deal work, negotiating and quarterbacking financings for emerging and established companies. Our services include:
Structuring seed, Series A–F, and bridge financings
Drafting and negotiating term sheets and investment agreements
Advising on valuation, option pools, and founder dilution
Managing board and investor consent processes
Coordinating closing deliverables and post-financing governance
Corporate
From day-to-day counsel to major strategic initiatives, we support companies at every stage of their lifecycle. We can help with:
Entity formation, governance, and charter amendments
Equity and debt capital raises, including private placements
Shareholder and operating agreements
Compliance with corporate formalities and annual reporting
Corporate restructurings, spin-offs, and dissolutions
Real Estate
We represent developers, operators, and investors in all aspects of commercial and residential real estate transactions. Our real estate practice includes:
You’ll have an experienced guide through the entire fund formation process, including:
Acquisition and disposition of land and income-producing properties
Structuring and negotiating joint ventures, partnerships, and TICs
Negotiating leases, loan documents, and construction contracts
Regulatory
We help clients navigate the ever-evolving landscape of securities laws. Our regulatory practice covers:
Securities Act compliance, including 506(b) and 506(c) fundraises
Investment Advisers Act compliance, including exempt reporting adviser (ERA) and Registered Investment Adviser (RIA) registration
Investment Company Act compliance, including 3(c)(1) and 3(c)(7) parallel funds
Tax
We provide sophisticated tax advice tailored to private funds, M&A deals, and venture capital transactions, helping clients optimize structure and compliance. Our tax services include:
Advising on carried interest, incentive allocations, and other partnership tax matters
Management fee waivers (or other fee waivers) to fund GP commitments
Structuring fund formations and feeder vehicles for efficient taxation, including analysis in respect of UBTI, ECI, and FIRPTA
Tax-efficient deal structuring for mergers, acquisitions, financings, and divestitures
Investment Fund Formation
We love fund formation. Whether you’re ready to form Fund IX or you’re an emerging manager building your investment firm from scratch, we can help.
You’ll have experienced attorneys guide you through the entire fund formation process, including:
Regulatory and tax analysis
Selecting fund terms
Entity formation
Contract drafting
Investor relations and negotiations
Securities filings
Ongoing support
We serve clients across asset classes, including real estate, private equity, venture capital, private credit, hedge funds, digital assets, and more.
SPV Formation
If you prefer investing on a “deal-by-deal” basis, we have you covered. Pooling investor capital to invest in a single asset is especially common for emerging managers on their way to raising their first investment fund.
Examples of special purpose vehicles:
SPV to purchase a single apartment building or strip mall
SPV to purchase a single business (“independent sponsor”)
SPV to purchase a single class of securities (e.g., Series A preferred stock)
We can discuss the costs and benefits of raising an SPV versus raising a fund.
Limited Partner Representation
We represent limited partners in funds and SPVs. If you’re a careful investor, you may want an attorney to review the fund documents to look for red flags.
You may also want a “side letter” with the fund to obtain special rights or economic terms. If you don’t have a form side letter request for funds and SPVs, we can help you create one.
Some larger LP clients prefer a detailed list of fund terms and conditions. Other clients just want a quick email with any material red flags. It's up to you.
Mergers and Acquisitions (M&A)
We guide clients through every stage of M&A transactions, from strategic planning to post-closing integration. Whether you’re acquiring a competitor, divesting a business unit, or forming a joint venture, we provide:
Transaction structuring and valuation analysis
Comprehensive due diligence and risk assessment
Negotiation of letters of intent and purchase agreements
Coordination of regulatory filings and antitrust reviews
Post-closing integration and earn-out management
Venture Capital Financings
We do both fund-size and company-side venture capital deal work, negotiating and quarterbacking financings for emerging and established companies. Our services include:
Structuring seed, Series A–F, and bridge financings
Drafting and negotiating term sheets and investment agreements
Advising on valuation, option pools, and founder dilution
Managing board and investor consent processes
Coordinating closing deliverables and post-financing governance
Corporate
From day-to-day counsel to major strategic initiatives, we support companies at every stage of their lifecycle. We can help with:
Entity formation, governance, and charter amendments
Equity and debt capital raises, including private placements
Shareholder and operating agreements
Compliance with corporate formalities and annual reporting
Corporate restructurings, spin-offs, and dissolutions
Real Estate
We represent developers, operators, and investors in all aspects of commercial and residential real estate transactions. Our real estate practice includes:
You’ll have an experienced guide through the entire fund formation process, including:
Acquisition and disposition of land and income-producing properties
Structuring and negotiating joint ventures, partnerships, and TICs
Negotiating leases, loan documents, and construction contracts
Regulatory
We help clients navigate the ever-evolving landscape of securities laws. Our regulatory practice covers:
Securities Act compliance, including 506(b) and 506(c) fundraises
Investment Advisers Act compliance, including exempt reporting adviser (ERA) and Registered Investment Adviser (RIA) registration
Investment Company Act compliance, including 3(c)(1) and 3(c)(7) parallel funds
Tax
We provide sophisticated tax advice tailored to private funds, M&A deals, and venture capital transactions, helping clients optimize structure and compliance. Our tax services include:
Advising on carried interest, incentive allocations, and other partnership tax matters
Management fee waivers (or other fee waivers) to fund GP commitments
Structuring fund formations and feeder vehicles for efficient taxation, including analysis in respect of UBTI, ECI, and FIRPTA
Tax-efficient deal structuring for mergers, acquisitions, financings, and divestitures
We support clients in the following asset classes
Core TIL Team
Michael Huseby
Managing Member
Prior Experience
Education
Practice Areas
Chris Schuering
Counsel
Prior Experience
Education
Practice Areas
Kyle Bryant
Associate
Prior Experience
Education
Practice Areas
Kareim Oliphant
Associate
Prior Experience
Education
Practice Areas
Daniel Sepulveda
Paralegal
Prior Experience
Education
Ekaterina Kachoutina
Paralegal/Operations
Prior Experience
Education
Alfredo Ruiz
Operations
Prior Experience
Education
Adam Krotman
Counsel (Partner at Transition Point Law)
Prior Experience
Education
Practice Areas
Partner Attorneys
Colbie McKenzie
Deal Attorney (Partner at Transition Point Law)
Prior Experience
Education
Practice Areas
John DiPasquale III
Real Estate Attorney (Principal at JD3 Law)
Prior Experience
Education
Practice Areas
Max Schatzow
Regulatory Attorney (Partner at RIA Lawyers)
Prior Experience
Education
Practice Areas
Eric Broad
Deal Attorney (Partner at Bowery Legal)
Prior Experience
Education
Practice Areas
Ray Koh
Deal Attorney (Counsel at Bowery Legal)
Prior Experience
Education
Practice Areas
Some of Our Happy Clients
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You Have Questions.
We Have Answers.
How does billing work?
For the large majority of projects, we use a flat fee model with milestone billing. If you don’t reach a particular milestone, you don’t pay for it. Any out-of-scope work is typically billed hourly at reduced rates.
For flat fee projects, we do not bill for quick email responses, short phone calls, or other minor matters. You shouldn’t be afraid to ask your lawyer a question.
Some non-standard projects are billed hourly.
What asset classes do you work with?
We work with a variety of asset classes. Most of our clients are in real estate, private equity, private credit, or venture capital. We also service clients in the digital assets, project finance, and hedge fund industries.
How long does it take to form an investment fund?
Most clients budget 4-6 weeks to raise a fund at a brisk pace, assuming you (the client) and your investors are on task. We once raised a fund in 3 weeks, but that was unusually fast. We suggest not waiting until the last minute to begin the process.
Do you represent general partners or limited partners?
Both!
We work with general partners (GPs) and limited partners (LPs). Having clients on each side of the aisle gives us special insight into what’s really important (and what the other side is thinking).
Did your lawyers work in biglaw before joining TIL?
Yes.
Our attorneys have biglaw experience at firms like Latham & Watkins, Paul Weiss, Weil, DLA Piper, Baker Donelson, Akin Gump, blah blah blah.
We were trained at fancy firms, but serving clients at a boutique firm is more fun and we can be more agile and flexible.
Do your lawyers have business experience?
Yes.
Our attorneys have been (and continue to be) principals in real businesses, including family office-seeded real estate funds and venture-backed technology companies.
We’ll protect you where it matters without over-lawyering for the sake of lawyering.
Why should I hire you?
Hospitality and efficiency are at the heart of everything we do.
We believe legal services should feel less like a transaction and more like a relationship. That’s why we’ve built a practice that prioritizes clarity, responsiveness, and ease of collaboration.
Our use of technology isn’t just about speed; it’s about creating a more seamless and human experience. Through thoughtful automation and smart tools, we reduce friction and repetitive tasks so we can focus more on communication, customization, and aligning with your unique needs.
This combination allows us to move faster and more affordably than large firms, all while being laser-focused on a delightful client experience.
Finally, we love what we do. Investment funds are great. Our clients are great. There’s nothing else we’d rather be doing, which comes through in our work. We’re happy to provide (multiple) references.
Learn the Basics of Investment Funds and SPVs
Investment Fund Key Terms Deep Dive #11: Key Person Event (Part 2)
Investment Fund Key Terms Deep Dive #10: Key Person Event (Part 1)
Investment Fund Key Terms Deep Dive #9: Investment Limitations
The Pros and Cons of Closed-end Funds and Open-end Funds
What is the Difference Between Funds and SPVs/Syndications?
How to Form an Investment Fund or SPV in 10 Steps
Let's Build Something Together
Please provide some background on yourself, your track record (if applicable), and your goals. We're excited to get started.