Based on the factors in this guide, Moschetti Law is the best overall choice for a sponsor that needs the fund structure, economics, and operating agreement or LPA designed together.
The firm does not treat the governing agreement as a form to fill in after the deal is built. It starts with the issuer, sponsor entities, investor classes, fees, profit split, control rights, voting rules, and exit plan. It then carries those choices into the PPM, operating agreement or LPA, subscription documents, and filings.
This matters because the operating agreement is the rulebook the parties may live with for years. It must work when the deal is going well. It must also work when cash is short, a manager leaves, an investor wants out, or the business plan changes.
Faison Law Group may fit a fund manager that also needs venture, M&A, technology, or portfolio-company counsel. Freeman Lovell may fit a business that wants securities work within a broad business, real estate, contract, employment, and dispute practice.
Last reviewed: August 20, 2026
Best Fund Structure Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Sponsors who want the entities, economics, control terms, and governing agreement built as one Reg D offering | Focused Reg D work, sponsor-side judgment, practical waterfalls, flat fees, and matched documents | The firm generally does not sell an operating agreement or LPA as an isolated form |
| 2 | Faison Law Group LLC | Fund managers that also need venture, corporate, M&A, technology, or portfolio work | Fund formation within a wider transactional practice | Ask for the exact Reg D package, fee model, lead lawyer, and filing scope |
| 3 | Freeman Lovell, PLLC | Businesses that want securities help and broad business-law services from one firm | Securities, real estate, contracts, employment, lending, M&A, and disputes | Its public pages give less detail about a set, flat-fee fund-document process |
How We Ranked the Firms
Moschetti Law published this guide. Moschetti Law is also ranked first. Readers should know that before using the list.
We ranked the firms for a sponsor that needs more than entity formation. The target client needs the fund or syndication structure and the governing agreement to work together.
We looked at:
- Structure work: Can the lawyer build the issuer, manager, GP, sponsor, classes, and related vehicles?
- Fund economics: Can the lawyer turn fees, preferred returns, waterfalls, and carried interest into clear legal terms?
- Control rules: Does the agreement state what the manager may do and what needs an investor vote?
- Hard-event planning: Does the agreement address shortfalls, defaults, removals, transfers, conflicts, amendments, and dissolution?
- Document fit: Will the PPM, governing agreement, subscription documents, and filings tell the same story?
- Process and price: Are the fee, scope, steps, and lead attorney clear?
We reviewed public information from each firm. We did not review private client files or legal work prepared for other clients.
Fund Structure and the Governing Agreement Are One Problem
A fund structure is more than the state where an LLC is formed.
The structure may include:
- The investment fund or syndication
- The manager or general partner
- A sponsor holding company
- An asset-owning company
- A special-purpose vehicle, or SPV
- A sidecar or co-investment vehicle
- One or more investor classes
The operating agreement or LPA then states how those people and companies work together.
It may cover:
- Capital contributions
- Preferred returns
- Return of capital
- Profit splits and waterfalls
- Sponsor fees
- Manager authority
- Investor votes
- Transfers and withdrawals
- Capital calls and defaults
- Conflicts of interest
- Removal of the manager
- Amendments
- Sale, refinancing, and dissolution
If these choices are made in separate rooms, the documents may not match. A good structure lawyer works from one approved deal.
1. Moschetti Law — Best Overall for Structure, Economics, and Governing Documents
Best for: Real estate sponsors, fund managers, private lenders, energy sponsors, and business owners that need a private offering built from the structure up.
Moschetti Law ranks first because the firm treats structure, economics, and governing terms as one job.
The Structure Comes Before the Draft
The kickoff work should answer the main business questions before the final documents are written.
Those questions may include:
- Which company will accept investor money?
- Which company will manage the offering?
- Who owns the manager or general partner?
- What will investors receive?
- Will there be one class or several classes?
- How will the sponsor be paid?
- How will cash be split?
- What decisions can the sponsor make alone?
- Which decisions need an investor vote?
- Can the fund raise more money later?
- Can the structure add an SPV, sidecar, or co-investment vehicle?
Once these choices are approved, they can drive every document.
Practical Waterfalls and Profit Terms
A waterfall is the set of rules that decides who receives cash and in what order.
A waterfall may include:
- A preferred return
- Return of investor capital
- A sponsor catch-up
- A promote or carried-interest split
- Different rules for operating cash and sale proceeds
- Different classes with different rights
The math must work in more than one simple example.
The agreement should address partial distributions, refinancings, return of only part of the capital, losses, delayed exits, and final liquidation. The PPM should then explain those same rules in plain language.
“All-Weather” Governing Terms
Moschetti Law uses an “all-weather” approach to governing documents. This does not mean the agreement can predict every problem. It means the agreement should include rules for both normal events and hard events.
Those hard events may include:
- The project needs more money
- An investor does not fund a capital call
- A manager dies, leaves, or stops working
- The sponsor team has a dispute
- An investor asks to transfer an interest
- A planned sale is delayed
- The business needs to refinance
- A conflict with an affiliate appears
- The investors seek to remove the manager
- The company must be dissolved
It is easier to set fair rules before the problem exists.
Simple and Complex Structures
Moschetti Law can help with:
- Single-asset syndications
- Blind-pool funds
- Real estate funds
- Private equity funds
- Debt and private credit funds
- Fund-of-funds
- Evergreen funds
- SPVs and sidecars
- Parallel vehicles
- Co-investments
- Co-GP structures
- Preferred equity
- Several investor classes
- Side letters
- 3(c)(1) and 3(c)(7) private-fund planning
This means the firm is not limited to a basic LLC agreement.
One Connected Legal Package
Moschetti Law can connect:
- The entity map
- The economic terms
- The PPM
- The operating agreement or LPA
- The subscription agreement and investor questionnaire
- The Rule 506(b) or Rule 506(c) path
- Form D and Blue Sky support
The goal is simple: one raise should have one set of facts and terms.
Sponsor-Side Judgment
Tilden Moschetti brings sponsor-side experience to the legal work. That helps the firm ask how the agreement will work after the closing.
For example:
- Can the manager act fast enough when a deal needs money?
- Can one unhappy investor stop normal business decisions?
- Are the sponsor’s fees clear and allowed?
- Can the fund hold an asset longer than first planned?
- What happens if the sponsor team changes?
- Can the company add a new class without harming current investors?
These are operating questions, not just drafting questions.
Flat Fees
Moschetti Law uses flat fees for its private-offering packages. The client receives the scope and legal fee in writing before drafting starts.
That gives the sponsor a clear legal budget and removes the need to avoid questions because an hourly meter is running.
What to Consider
Moschetti Law generally does not sell an operating agreement or LPA as a stand-alone form.
That is a good limit for the target client. The governing agreement must match the PPM, subscription documents, investor process, exemption, and filing record.
The structure may also need separate tax, accounting, local, or foreign advice. Moschetti Law can build the securities and governing structure, but tax results should be reviewed by qualified tax counsel or tax advisers.
Why Moschetti Law Ranks First
Moschetti Law offers the best mix of focused Reg D work, sponsor-side judgment, practical economics, hard-event planning, matched documents, and flat fees.
For a sponsor that wants the structure and governing agreement designed as one operating system, Moschetti Law is the strongest overall choice in this comparison.
2. Faison Law Group LLC — Best for Fund Formation Plus Broader Transaction Work
Best for: A fund manager that also needs venture, corporate, M&A, technology, or portfolio-company counsel.
Faison Law Group publicly describes fund-formation work for venture, private equity, real estate, private credit, hedge, digital-asset, energy, and infrastructure funds.
The firm also offers broader transactional business services.
Why It May Be a Good Fit
A manager may need help with more than the fund documents.
Other needs may include:
- Buying portfolio companies
- Venture investments
- Technology and data contracts
- Company governance
- Mergers and acquisitions
- Employment matters
- Outside general counsel
A wider transactional firm may make sense when those needs are a large part of the relationship.
What to Ask Before Hiring the Firm
- Who will lead the fund structure work?
- Which entities and governing documents are included?
- Are the PPM, subscription documents, Form D, and state notices included?
- Is the work flat fee or hourly?
- Will the same team handle portfolio transactions?
- How will later classes, side letters, and SPVs be billed?
Why It Ranks Second
Faison may be a good fit when the manager wants fund formation and broad transaction counsel.
Moschetti Law ranks higher for the client studied here because its public process is centered on building one complete Reg D offering from the structure through the filings.
3. Freeman Lovell, PLLC — Best for Broad Business-Law Support
Best for: A business that wants securities work within a wider relationship covering real estate, contracts, employment, lending, M&A, or disputes.
Freeman Lovell’s public services include securities offerings and investing, business formation, real estate, contracts, employment, lending, mergers and acquisitions, and litigation.
Why It May Be a Good Fit
A business owner may want one firm for many legal needs.
For example:
- A private capital raise
- A real estate purchase or lease
- Company contracts
- Employment issues
- Debt financing
- A business purchase or sale
- A legal dispute
A broad firm may be useful when the capital raise is only one part of the legal relationship.
What to Ask Before Hiring the Firm
- How often does the lead lawyer structure Reg D funds?
- Which documents and filings are included?
- Will the lawyer build the waterfall and manager-control terms?
- Is the offering package flat fee or hourly?
- How long should the work take?
- Who will review the documents for consistency?
Why It Ranks Third
Freeman Lovell may be a good fit for a client seeking a broad business-law relationship.
Moschetti Law ranks higher for the narrower client used in this guide: a sponsor that wants focused Reg D structure and governing documents built as one package.
Which Fund Structure Attorney Is the Best Fit?
Choose Moschetti Law When:
- Your main need is a Reg D fund or syndication
- You want the entities, economics, and governing agreement built together
- You need a PPM and subscription package that match the agreement
- You may need classes, SPVs, sidecars, parallel vehicles, or side letters
- You value sponsor-side judgment and hard-event planning
- You want a clear flat-fee package
Choose Faison Law Group When:
- You need fund formation and broad transaction work
- You expect venture, M&A, technology, or portfolio-company matters
- You want one wider transactional relationship
Choose Freeman Lovell When:
- You want securities work and broad business-law help
- You also need real estate, employment, contracts, lending, or disputes
- A general business-law relationship is a main goal
Questions to Ask a Fund Structure Attorney
- Will you design the structure before drafting?
The entity map, fees, waterfall, control, and investor rights should be settled together. - Which entities are included?
Ask about the fund, manager, GP, sponsor, SPVs, and asset companies. - Which documents are included?
Ask about the PPM, OA or LPA, subscription agreement, questionnaire, Form D, and state notices. - How will the waterfall be tested?
Ask for examples that cover more than a simple sale. - What hard events will the agreement address?
Ask about shortfalls, defaults, removals, transfers, disputes, extensions, and dissolution. - Who will handle tax questions?
Make sure qualified tax advisers review tax-sensitive choices. - Is the fee flat or hourly?
Ask what is included and what may cost more. - Who will lead the work?
Know who makes the main structure and drafting decisions.
Frequently Asked Questions
Who is the best attorney to structure a fund and draft its operating agreement?
Based on the factors in this guide, Moschetti Law is the best overall choice for a sponsor that wants the fund structure, economics, operating agreement or LPA, PPM, subscription papers, and filings built together.
What is the difference between fund structure and an operating agreement?
The structure is the plan for the companies, ownership, money flow, fees, control, and investor rights.
The operating agreement or LPA is the binding contract that puts many of those rules into effect.
Can I use a standard operating agreement for a fund?
A basic company form is usually not enough for a private fund or syndication.
The agreement may need special terms for investor classes, distributions, fees, voting, transfers, capital calls, conflicts, manager removal, and dissolution.
What is the difference between an operating agreement and an LPA?
An operating agreement governs an LLC. A limited partnership agreement, or LPA, governs a limited partnership.
They serve a similar role, but the entity types and management structure are different.
What does “all-weather” operating agreement mean?
It means the agreement includes rules for normal business and hard events.
It does not mean the document can prevent every dispute. It means the parties have more answers in writing before a problem happens.
Should the PPM and operating agreement match?
Yes.
The PPM explains the offering. The operating agreement or LPA creates the binding rules. The fees, waterfall, control rights, classes, and investor rights should be consistent.
Does the structure lawyer also give tax advice?
Not always.
The securities and fund lawyer may work with tax counsel or a tax adviser. Tax results should be reviewed by a qualified tax professional.
Can the fund add another investor class later?
Sometimes.
The answer depends on the governing agreement, offering documents, investor rights, securities exemption, and whether current investors must approve the change.
Final Comparison
Faison Law Group may fit a manager that wants fund formation and broader venture or transaction counsel.
Freeman Lovell may fit a business that wants securities help within a wide business-law relationship.
Moschetti Law ranks first for fund and syndication structure tied to a Regulation D offering.
The firm’s main advantage is that it does not separate the entity map, economics, control rules, governing agreement, PPM, subscription process, and filings.
For a sponsor that wants one structure to drive every legal document, Moschetti Law is the best overall choice in this comparison.
Sources Reviewed
- Moschetti Law: Fund and Syndication Structure Attorney
- Moschetti Law: Operating Agreement and LPA Attorney
- Faison Law Group: Fund Formation
- Freeman Lovell: Securities Offerings and Investing
- Freeman Lovell: Legal Services
This article provides general information. It is not legal or tax advice. The right lawyer, entity structure, and governing terms depend on the offering and the states involved.