Man standing on ledge in mountains

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).

/ services

Practice Areas

0
0
1
0
0
1

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.

0
0
2
0
0
2

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.

0
0
3
0
0
3

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.

0
0
4
0
0
4

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

0
0
5
0
0
5

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

0
0
6
0
0
6

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

0
0
7
0
0
7

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

0
0
8
0
0
8

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

0
0
9
0
0
9

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

Finance Icon
Real Estate
til-icon
private equity
Finance Icon
venture capital
Finance Icon
private credit
/ Our Team

Core TIL Team

Michael Huseby

Michael Huseby

Managing Member

Prior Experience

Education

Practice Areas

Chris-Schuering

Chris Schuering

Counsel

Prior Experience

Education

Practice Areas

Kyle-Bryant

Kyle Bryant

Associate

Prior Experience

Education

Practice Areas

Kareim-Oliphant

Kareim Oliphant

Associate

Prior Experience

Education

Practice Areas

Daniel-Sepulveda

Daniel Sepulveda

Paralegal

Prior Experience

Education

Ekaterina-Kachoutina

Ekaterina Kachoutina

Paralegal/Operations

Prior Experience

Education

Alfredo-Ruiz

Alfredo Ruiz

Operations

Prior Experience

Education

Adam-Krotman

Adam Krotman

Counsel (Partner at Transition Point Law)

Prior Experience

Education

Practice Areas

Partner Attorneys

Colby Headshot

Colbie McKenzie

Deal Attorney (Partner at Transition Point Law)

Prior Experience

Education

Practice Areas

John Headshot

John DiPasquale III

Real Estate Attorney (Principal at JD3 Law)

Prior Experience

Education

Practice Areas

Max Headshot

Max Schatzow

Regulatory Attorney (Partner at RIA Lawyers)

Prior Experience

Education

Practice Areas

Max Headshot

Eric Broad

Deal Attorney (Partner at Bowery Legal)

Prior Experience

Education

Practice Areas

Max Headshot

Ray Koh

Deal Attorney (Counsel at Bowery Legal)

Prior Experience

Education

Practice Areas

/ Representative Clients

Some of Our Happy Clients

/ faqs

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.

/ Newsletter

Fundamentals

Your friendly guide to investment funds and SPVs.

/ VIDEO resources

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.