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

Alexander J. Davie, Co-Founder & Member | 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.

SESSION 1 – Building the Vehicle: Entity Choice, SPV Structuring, and Economic Terms | Alexander J.

Davie | 2:30pm – 3:30pm

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.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Regulatory Matters: Regulation D, Broker-Dealer Risk, the Investment Company Act, the Investment Advisers Act, and ERISA | Alexander J. Davie | 3:40pm – 4:40pm

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.