M.M. Membrado, PLLC
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Start-Up and Development-Stage Companies
Small To Middle-Market Private Companies
Microcap and Smallcap Public Companies
Private Equity and Pooled Investment Vehicles
Private Equity and Pooled Investment Vehicles

Our pooled investments practice focuses on the establishment, financing and maintenance of organizations aimed at creating long-term value for their investor participants.  Many of our clients in these areas are start-up or relatively small funds.  Our knowledge, skills and experience, derived from many years of experience in working with various types of institutional and other private equity funds, including VC funds, hedge funds, merchant banking funds, real estate funds, hybrid funds, as well as special purpose investment partnerships, enables us to effectively guide our clients in achieving their objectives while strategically navigating the many complex securities, tax, and related issues necessarily encountered along the way.  This practice additonally involves the representation of Exchange Act reporting companies electing to become Business Development Companies ("BDCs") in order to raise and manage a pool of public equity for reinvestment in private or thinly-traded public companies.

Our representation of those throughout the investment community also generally extends to the negotiated acquisitions and dispositions of portfolio investments.  In this type of activity, we also represent a number of high net worth individual "angel" investors.

In particular, our pooled investments practice provides services to clients in the following areas:

  • Private Equity Funds
    • Venture Capital Funds
      • Fund Formation / Organizational Matters of GP and LP
      • Private Offering of LP Units
      • Portfolio Investments and Dispositions
        • Securities Purchase Transactions, typically involving Convertible Debt or Preferred Stock
        • Registration Rights and Investors Rights' Agreements
    • Hedge Funds
      • Fund Formation / Organizational Matters of GP and LP
        • 3(c)(1) Exempt Funds
        • 3(c)(7) Exempt Funds
        • Onshore
        • Offshore Master-Feeder Structures
      • Private Offering of LP Units
      • Portfolio Investments in Negotiated PIPE Transactions
    • Merchant Banking / Leveraged Buyout Funds
      • Fund Formation / Organizational Matters of GP and LP
      • Management Agreements
      • Private Offering of LP Units
      • Portfolio Investments and Dispositions Real Estate Funds
        • Leveraged Acquisitions
        • Subordinated Debt Investments
        • Auction Transactions
    • Real Estate Funds
      • Fund Formation / Organizational Matters of GP and LP
      • Management Agreements
      • Private Offering of LP Units
  • Special Purpose Investment Partnerships
    • Formation / Organizational Matters of GP and LP
    • Private Offering of LP Units
    • Portfolio Investments and Dispositions
  • Registered Business Development Companies ("BDCs")
    • Formation / Organizational Matters
    • BDC Elections
    • Regulation E Exempt Offerings
    • Registered Offerings on Form N-2
    • Portfolio Investments and Dispositions
  • High Net Worth Individual "Angel" Investors - Portfolio Investments and Dispositions


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