Industries
U.S. Legal Counsel for Investment Management
Private funds, sponsors, and investment vehicles on offering documentation, subscription mechanics, governance rights, and fund documentation.
DP Counsel PLLC provides legal counsel and does not provide investment advice. Specialist Investment Advisers Act, ERISA, commodities, tax and other regulatory advice may require appropriately qualified counsel.
Overview
Industry Overview
Investment management participants — including private funds, sponsors, and investment vehicles — operate within a legal environment governed by federal and state securities laws, exemption frameworks, and documentation standards. The principal work centers on offering documentation, subscription mechanics, investor eligibility, governance and information rights, and fund and investment-vehicle documents.
Acquisition and cross-border documentation arises when investors acquire or divest private equity interests, participate in cross-border private transactions, or structure ownership across jurisdictions. The Firm coordinates with specialist tax, Investment Advisers Act, ERISA, and commodities counsel where required; it does not provide investment advice.
Legal Issues
Typical Legal and Commercial Issues
Private-offering documentation
What exemption framework applies — Rule 506(b), 506(c), or Regulation S — and what PPM, subscription, and disclosure documentation is required to support the offering.
Subscription mechanics and investor eligibility
How investors are admitted, what representations and warranties are required, and how accredited-investor or non-U.S. investor status is verified and documented.
SAFE and convertible financing
Whether a SAFE or convertible note is appropriate, how the valuation cap, discount, and conversion mechanics affect dilution, and how the instrument interacts with the cap table.
Governance and information rights
What board or observer rights, consent rights, reporting obligations, and protective provisions the investor receives, and how they are documented.
Fund and investment-vehicle documents
How the fund structure, management entity, Carried Interest(성과보수), distributions, and waterfall provisions are documented, and what side-letter arrangements apply to specific investors.
Acquisition and cross-border investment documentation
How private equity interests are acquired or divested, how cross-border investment is structured, and what ownership-transfer and regulatory considerations apply.
Experience
Selected Representative Experience
Rule 506(c) Fund and Offering Documentation
Advised on fund and offering documentation for a private offering conducted in reliance on Rule 506(c), including review and preparation of documentation supporting the offering process.
Private Fund PPM and Subscription Agreement Review
Reviewed a private placement memorandum and subscription agreement for an emerging private investment fund, focusing on offering terms, investor documentation and internal consistency across the fund materials.
SAFE Financing Agreement Review
Reviewed SAFE documentation for startup fundraising, including conversion mechanics, valuation-cap provisions and the relationship between the financing instrument and the company's equity structure.
Representative matters are anonymized and provided for informational purposes only. Prior results do not guarantee a similar outcome. Attorney Advertising.
Practice Areas
Related Practice Areas
Publications
Related Insights
Private Financings
SAFE vs Convertible Note: Choosing the Right Financing Instrument
SAFEs and convertible notes are both common early-stage financing instruments, but they differ in structure and documentation. A SAFE is typically an equity-contingent agreement with no maturity date or interest under standard-form terms, while a Convertible Note is generally documented as a debt instrument that may convert into equity; tax and accounting treatment depends on the specific terms and applicable law.
Daehoon Park · Jun 21, 2026
Private Financings
Regulation D and Regulation S: Structuring U.S. and Offshore Private Offerings
Regulation D (Rules 504, 506(b), 506(c)) governs U.S. private placements; Regulation S provides an offshore safe harbor. A practical guide to investor eligibility, Form D, integration, categories, and concurrent offering controls.
Daehoon Park · Jun 8, 2026
Mergers & Acquisitions
Indemnification Caps and Baskets in Acquisition Agreements
Indemnification caps, baskets, and escrows allocate post-closing risk in private M&A. The cap limits aggregate liability, the basket sets the claim threshold, and the escrow ensures funds are collectible—while survival periods define the claim window.
Daehoon Park · May 31, 2026