Lathrop GPM advises emerging fund sponsors and their principals on designing, launching and operating private investment funds. We build the legal architecture for pooled vehicles, offer comprehensive advice on regulatory and compliance matters, prepare investor-ready documentation, organize fund and management entities and guide negotiations with anchor and strategic investors. Our team helps sponsors align structure, economics and governance with the go-to-market strategy they plan to execute.

Raising capital through a pooled vehicle requires initial structural decisions that will affect every stage of the investment lifecycle. Sponsors balance timeline pressure with investor diligence, harmonize terms across a diverse investor base and plan for operational needs like capital calls, follow-on capital and leverage. Documentation must reflect clear economics, practical governance and a durable conflicts framework, while allowing flexibility for co-investments, parallel vehicles and continuation options. Regulatory expectations continue to evolve, and investors increasingly focus on transparency, cybersecurity and data privacy while maintaining expectations related to reporting and fees. Within this environment, careful structuring and disciplined drafting create clarity for investors, reduce friction at the initial closing and keep the fund positioned to perform its mandate.

Why Lathrop GPM

Multi-Disciplinary Team and Private Client Planning

Fund formation is a complex process that requires a multi-disciplinary team with experts from our corporate, tax, securities and other regulatory disciplines. Our team also works in lockstep with our Private Client Services team to address carried interest wealth planning from the outset. This includes evaluating vertical slice approaches and advanced derivative techniques, coordinating timing, valuation and governance details with the fund structure.

National Law Firm with Strong Midwestern Presence

Our strong Midwestern foundation enables us to deliver the sophistication and quality of a coastal-based firm at more competitive rates. By combining lower operational overhead with attorneys from top-ranked academic institutions or trained at Am Law 50 firms, we provide practical, high-caliber solutions without the premium pricing often associated with major markets.

Lifecycle Orientation

We plan for what comes next, not just the initial closing of the fund. Terms, processes and governance are calibrated for add-on vehicles, co-investment programs, General Partner (GP) commitments, fund finance and eventual wind-down. This ensures you are not renegotiating core documents every time the business evolves.

Delaware Entity Fluency

We routinely form and tailor Delaware limited partnerships and limited liability companies for funds, GPs and management companies. Governance is drafted for decision-making clarity, fiduciary alignment and practical day-to-day operations.

Substantive Areas

Fund, GP and Management Company Formation: We handle the formation of the fund vehicle, general partner entity and management company. Our team drafts operating agreements that reflect sponsor roles, approvals and economics. We set up capital commitment mechanics, GP commitment processes and advisory committee frameworks suited to your strategy.

Regulatory and Compliance Planning: Our team provides guidance on adviser and investment company status, securities offering exemptions, marketing considerations and the various policies investors expect to see. We plan for reporting and disclosure obligations in a way that fits the scale of the platform and aligns with investor diligence questionnaires.

Offering Documents and Investor Onboarding: Our team prepares private placement memorandums, subscription materials and side letters. We design onboarding workflows to handle eligibility, risk disclosures and MFN tracking, so the administrative lift does not slow the fundraising process.

Carried Interest Planning. Our team has significant experience working with fund principals to develop and implement carried interest planning strategies that are designed to reduce exposure to estate and gift tax while also addressing the special valuation rules under Section 2701 of Chapter 14 of the Internal Revenue Code. Transferring the carried interest in a fund to an irrevocable trust is a great way to leverage estate and gift tax exemption because the carried interest has nominal value early in the life of the fund but will hopefully have significant value as the fund matures. However, these special valuation rules make transferring only the carried interest risky and we have vast experience implementing strategies (including vertical slices and carried derivatives) that address those risks.

Economics and Waterfall Design: We help structure sponsor-friendly economics that remain acceptable to investors. This covers management fees, carried interest waterfalls, GP clawback, recycling and expense policies. We vet provisions against common investor comments and model how terms interact with fund finance and tax outcomes.

Investor Relations, Governance and Conflicts: We create advisory committee charters, conflict resolution processes and related party transaction protocols designed to be practical and defensible. We draft MFN mechanics for clarity and calibrate removal, key person and succession provisions to match the sponsor’s operating reality.

Fund Finance and Capital Management: We support subscription facilities, NAV facilities and hybrid lines, including loan documentation that interfaces with the fund governing document and collateral considerations. We align financing covenants with the waterfall and call mechanics to avoid unintended constraints.

Continuation Options and Secondaries: We draft flexibility for continuation vehicles and GP-led processes. This includes the amendments, disclosures and governance steps that support a fair, timely transaction if the strategy calls for it.

ERISA and Benefit Plan Investor Considerations: All funds should have an ERISA strategy, even if that is just ERISA avoidance. We evaluate whether plan asset rules may apply based on your investor mix and investment approach. Where relevant, we map options to limit exposure, establish fiduciary guardrails and integrate compliance practices. Not every fund needs this level of attention, but it is available when you do.

Portfolio and Exit Support: As your fund invests, we support equity and debt documentation, follow-on transactions and exits. The same core team remains available to ensure fund terms, financing arrangements and investor communications stay aligned through the lifecycle.

Operational Policies and Data Governance: We assist with confidentiality, cybersecurity and data handling policies that reflect diligence expectations and investor questionnaires.

Experience

  • Counseled a nonprofit organization charged with administering a $6.4 billion endowment on a $50 million investment in a single-investor fund formed to invest in contingent fee receivables.
  • Guided a holding company platform that was built to buy and hold franchises on fund formation, capital raising and structuring strategies in connection with raising $30 million in its first round of capital. Engagement included creating a tax‐efficient management holding company to align incentives and advising on increasing investor capital commitments.
  • Advised a private investment and long‐term holding company with over $1.5 billion in assets under management on a potential portfolio company acquisition, including structuring an exchange of target company shares for affiliate units as partial purchase price consideration and drafting related documentation.
  • Represented a Minnesota private equity group in creating and marketing its second fund.
  • Represented a specialized franchise investment fund in its formation and acquisition of controlling stakes in franchise operations located in various states.

  • Guided a North Dakota venture capital fund through formation and raise of its second fund.
  • Advised a fund sponsor on a $50 million private placement in public securities.
  • Structured the wind down of a first fund and transition to a perpetual private equity fund.
  • Assisted a European-based private equity fund with U.S. subsidiary formation.
  • Represented a private equity group with the formation of a new perpetual entity structure and the initial acquisition of assets for its portfolio.
  • Advised a private family office with a $250 million commodities fund.
  • Formed private equity and venture funds across multiple jurisdictions.
  • Guided tax-free restructurings and advisor-led secondary transactions.
  • Structured private placements and complex investor arrangements.
  • Represented funds in real estate, commodities and cross-border investments.
Meet the Team

Primary Contacts