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The Fund That Is Only One Deal: Structuring SPVs, Co-Investment Vehicles, and Syndications for Emerging Managers

Deal-by-deal vehicles still have to clear the Securities Act, the Investment Company Act, the Investment Advisers Act, and ERISA. Learn to choose the entity, design single-deal carry and fees, decide between Rule 506(b) and 506(c), and keep syndicate leads out of broker-dealer trouble.

2026-11-06 14:30:00

Program Details

2026-11-06 14:30:00

2026-11-06 14:30:00

2h CLE Credits

2026-11-06 14:30:00

Program Details

2026-11-06 14:30:00

Program Details

2026-11-06 14:30:00

Over 1,000+ webinars

2026-11-06 14:30:00

Course Overview

A single-asset SPV is still a fund, and every federal regime that reaches a fund reaches it too

2026-11-06 14:30:00

Sponsors increasingly raise capital one deal at a time: single-asset SPVs, co-investment vehicles alongside a flagship fund, and series LLCs running dozens of vehicles under one umbrella. The ground has shifted under them. The SEC staff’s March 12, 2025 no-action letter set $200,000 and $1,000,000 minimums that make Rule 506(c) verification workable. The 2025 QSBS amendments changed the math on an SPV versus direct investment. A finder proposal is pending at the SEC.

Choose the wrong entity and the follow-on rights do not work. Count investors wrong across series and integration analysis pulls the vehicles together under Section 3(c)(1). Pay an introducer and you have created an unregistered broker-dealer. Admit plan investors without running ERISA’s 25 percent test and the vehicle trips the plan-asset limits. Run several SPVs and federal and state adviser registration comes into question.

You walk out with a working structure for the next vehicle. It covers the entity choice, the SPV-specific governing document terms, and a single-deal carry, fee, and expense design. It then runs the Rule 506(b) versus 506(c) decision, the Investment Company Act and adviser-status analysis, and the ERISA checkpoints, each tied to a choice the sponsor actually faces.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Entity and Document Design
Choosing among a standalone LLC, an LP, or a series LLC, and drafting the SPV-specific governing document terms on management rights and rights to follow-on rounds.
02
Single-Deal Economics
Designing single-deal carry, fees, and expense allocation, and managing the conflicts that arise when the SPV invests alongside the sponsor’s main fund.
03
QSBS Through the SPV
Passing QSBS treatment through a partnership SPV after the 2025 amendments, and how those amendments bear on the choice between an SPV and direct investment.
04
Regulation D and Broker-Dealer Risk
Choosing between Rule 506(b) and Rule 506(c) after the SEC staff’s March 12, 2025 no-action letter, and keeping syndicate leads, platforms, and introducers clear of broker-dealer registration through the federal safe harbor and federal and state finder exemptions.
05
Investment Company Act Exemptions
Applying Section 3(c)(1), Section 3(c)(7), and the qualifying venture capital fund exemption to deal-by-deal vehicles, with integration analysis across multiple vehicles.
06
Adviser Status and ERISA
Determining federal and state adviser registration and exempt reporting adviser status for multi-SPV sponsors, and applying ERISA’s 25 percent test and the venture capital operating company exception to single-asset vehicles.

Program schedule

clock 2:30 pm - 3:30 pm EST

Building the Vehicle: Entity Choice, SPV Structuring, and Economic Terms

This session covers entity choice among a standalone LLC, an LP, or a series LLC, and SPV-specific governing document terms, including management rights and rights to follow-on rounds. It then turns to economic terms: single-deal carry, fees, and expense allocation, conflicts when the SPV invests alongside the sponsor’s main fund, and the effect of the 2025 QSBS amendments on the choice between an SPV and direct investment.

Alexander J. DavieAlexander J. Davie
Shane K. FitzmauriceShane K. Fitzmaurice
clock 3:40 pm - 4:40 pm EST

Regulatory Matters: Regulation D, Broker-Dealer Risk, the Investment Company Act, the Investment Advisers Act, and ERISA

This session covers the Rule 506(b) and 506(c) choice after the SEC staff’s March 12, 2025 no-action letter, including when its $200,000 and $1,000,000 minimums make it workable; broker-dealer risk for syndicate leads, platforms, and introducers, state finder exemptions, and the SEC’s pending finder proposal; exemptions under the Investment Company Act such as Section 3(c)(1) and Section 3(c)(7), and qualifying venture capital fund exemptions; federal and state adviser registration and exempt reporting adviser status for sponsors running multiple SPVs; and ERISA plan-asset limits for single-asset vehicles.

Shane K. FitzmauriceShane K. Fitzmaurice
Alexander J. Davie

Alexander J. Davie

Riggs Davie PLC

Shane K. Fitzmaurice

Shane K. Fitzmaurice

Alexander J. Davie

Alexander J. Davie

Riggs Davie PLC

Alexander J. Davie is a Co-Founder and Member of Riggs Davie PLC in Brentwood, Tennessee, where his practice centers on private funds, startup and venture capital, corporate and securities, and mergers and acquisitions. He represents managers of private investment funds, including private equity, venture capital, and hedge funds, and structures the vehicles those managers use to invest: private investment partnerships, co-investment vehicles, and the management compensation arrangements that sit behind them. He also advises investment advisers on regulatory compliance and works with technology companies, from startups to emerging growth companies, on formation, capital raising, and commercial agreements.

Education & Credentials

He earned his J.D. with high honors from Duke University School of Law in 2003, where he served as Managing Editor of the Duke Law & Technology Review, and holds an M.Ed. in Organizational Leadership from Vanderbilt University (2008) and a B.A. in Economics, magna cum laude, from the University of Pennsylvania (2000). He is admitted to practice in Tennessee and Pennsylvania.

Recognition & Leadership

He has been selected to Super Lawyers in Securities & Corporate Finance each year from 2019 through 2025. He is a co-founder and member of Riggs Davie PLC, where his practice areas are private funds, startup and venture capital, mergers and acquisitions, and corporate and securities.

Professional Involvement

He writes on private fund regulation; his published work includes “The Different Meanings of the Word ‘Registration’ for Private Funds” (January 31, 2019).

Experience

His fund work spans the formation documents for hedge funds, private equity funds, venture capital funds, and real estate partnerships, together with co-investment vehicles and management compensation structures. Representative fund matters include the formation of a technology-focused venture capital fund and its $25 million offering, the formation of the fund manager for a $100 million-plus syndication fund that provided a credit facility to a FinTech startup, and the formation of the fund manager for a $200 million-plus evergreen private credit fund. On the company side, he assists technology entrepreneurs with entity formation, seed, convertible note, and angel financings, and vendor and customer agreements, and has handled the sale of a software company at a $25 million valuation, an automotive technology company at $10 million, a healthcare technology company at $8 million, and the acquisition of a real estate development firm at $21 million.
Shane K. Fitzmaurice

Shane K. Fitzmaurice

Alexander J. Davie

Alexander J. Davie

Riggs Davie PLC

Alexander J. Davie is a Co-Founder and Member of Riggs Davie PLC in Brentwood, Tennessee, where his practice centers on private funds, startup and venture capital, corporate and securities, and mergers and acquisitions. He represents managers of private investment funds, including private equity, venture capital, and hedge funds, and structures the vehicles those managers use to invest: private investment partnerships, co-investment vehicles, and the management compensation arrangements that sit behind them. He also advises investment advisers on regulatory compliance and works with technology companies, from startups to emerging growth companies, on formation, capital raising, and commercial agreements.

Education & Credentials

He earned his J.D. with high honors from Duke University School of Law in 2003, where he served as Managing Editor of the Duke Law & Technology Review, and holds an M.Ed. in Organizational Leadership from Vanderbilt University (2008) and a B.A. in Economics, magna cum laude, from the University of Pennsylvania (2000). He is admitted to practice in Tennessee and Pennsylvania.

Recognition & Leadership

He has been selected to Super Lawyers in Securities & Corporate Finance each year from 2019 through 2025. He is a co-founder and member of Riggs Davie PLC, where his practice areas are private funds, startup and venture capital, mergers and acquisitions, and corporate and securities.

Professional Involvement

He writes on private fund regulation; his published work includes “The Different Meanings of the Word ‘Registration’ for Private Funds” (January 31, 2019).

Experience

His fund work spans the formation documents for hedge funds, private equity funds, venture capital funds, and real estate partnerships, together with co-investment vehicles and management compensation structures. Representative fund matters include the formation of a technology-focused venture capital fund and its $25 million offering, the formation of the fund manager for a $100 million-plus syndication fund that provided a credit facility to a FinTech startup, and the formation of the fund manager for a $200 million-plus evergreen private credit fund. On the company side, he assists technology entrepreneurs with entity formation, seed, convertible note, and angel financings, and vendor and customer agreements, and has handled the sale of a software company at a $25 million valuation, an automotive technology company at $10 million, a healthcare technology company at $8 million, and the acquisition of a real estate development firm at $21 million.
Shane K. Fitzmaurice

Shane K. Fitzmaurice

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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MCLE Credits

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California
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Colorado
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Delaware
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Pending
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Pending
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No Required
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Minnesota
Pending
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Pending
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
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Approved
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Approved
Oklahoma
Pending
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Pending
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Not Eligible
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Approved
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Pending
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Pending
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Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

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  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs