Sean Byrne


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(415) 347 8963


Georgetown University Law Center


University of California, Berkeley


Previous Experience

  • Morrison & Foerster (Of Counsel)


  • State of California

Professional Experience

Sean Byrne focuses his practice on private funds. He advises on all aspects of the formation of venture capital, real estate, and other private investment funds, including issues involving partnerships, limited liability companies, tax, ERISA, the regulation of investment advisers, and public disclosure laws.

Mr. Byrne represents first-time fund sponsors, experienced fund managers, and institutional investors such as sovereign wealth funds and government pension plans. His practice covers U.S., non-U.S., and cross-border fund structures and clients. He has particular experience counseling tax-exempt organizations sponsoring and managing for-profit investment vehicles.

Mr. Byrne provides advice and counseling on issues including the following:

  • Market fund terms
  • What can and can’t be said in marketing presentations
  • Regulation D, Regulation S, and other offering exemptions under the Securities Act of 1933
  • Exemptions from registration under the Investment Company Act of 1940 and the Investment Advisers Act of 1940
  • Life as a registered investment adviser, including preparing Form ADV and drafting, updating, and using compliance manuals
  • Agreements between team members, admission of new team members, and business divorces

Selected Experience

Recent GP/Sponsor Fund Formation

  • Representation of U.S. office property manager in formation of $40 million fund with Canadian feeder vehicles.
  • Representation of venture capital manager in formation of parallel SPVs to invest over $150 million into a healthcare company.
  • Representation of fund manager in the creation of an SPV where carried interest distributions are determined in part by meeting quantified ESG goals.
  • Representation of first time fund manager secure $150 million of capital commitments from prominent Wall Street institutions.

LP/Investor Fund Formation

  • Representation of a government pension plan in over 70 investments into real estate, real asset, lending, and other private funds, totalling over $2 billion of capital commitments.
  • Representation of an institutional investor in over 15 venture capital and buyout funds, totalling over $500 million of capital commitments.
  • Representation of a college investing its entire endowment into a joint investment venture.

Regulatory Advising

  •  Serving as ongoing Advisers Act and general regulatory counsel to asset manager with over $1 billion under management.
  • Advising a multinational real estate asset manager on claiming and complying with U.S. Investment Company Act and Advisers Act exemptions.


  • IFLR1000 Rising Star for Investment Funds
  • 2020 NYU Grunin Prize for Law and Social Entrepreneurship (Finalist)