Cross-Border VC & Corporate

Asian funds raising capital from US institutional investors face a dual compliance challenge: structuring the fund vehicle and offering documents to accommodate US investor access, and managing the ongoing US regulatory obligations that US LP participation creates.

ASIA-BASED FUND RAISING US CAPITAL

• Drafting and negotiating LPAs, PPMs, and side letters for funds marketed to US LPs

• Subscription agreements and investor questionnaires for US accredited investor and qualified purchaser compliance

• Form D and state blue sky notice filings

• Investment adviser registration exemptions — private fund adviser exemption and foreign private adviser exemption

• FATCA and FBAR implications for US investors in offshore funds

• Reviewing marketing materials for US securities law compliance

• MFN provisions and side letter negotiations with US LPs

• Parallel and feeder fund structures for US versus non-US investors

US-FOCUSED FUND OWNED BY ASIAN PRINCIPALS

• Forming Delaware LPs, LLCs, and GP entities from scratch

• Full fund document suite — LPA, PPM, subscription documents, management agreements

• Carried interest structures and waterfall mechanics

• Key man, removal, and no-fault divorce provisions

• Co-investment agreements and SPV documents for individual deals

• CPO and CTA registration analysis for funds with commodity or digital asset derivatives exposure

When an Asian company enters the US market, it faces a set of legal decisions that will shape its operational and regulatory posture for years. Entity structure, investment agreements, CFIUS exposure, and regulatory compliance all need to be addressed before the first significant US commitment is made.

ENTITY FORMATION AND GOVERNANCE

• Forming US holding companies and operating subsidiaries — Delaware C-corps, LLCs, and structures appropriate to different business purposes

• Shareholder agreements and governance documents for US entities

• Management agreements and intercompany structures that are coherent across both jurisdictions

CFIUS ANALYSIS AND MITIGATION

Investments in US crypto infrastructure, exchanges, custody providers, and blockchain protocol developers may qualify as TID US businesses subject to mandatory CFIUS notification. Identifying CFIUS exposure before signing term sheets, structuring to mitigate national security concerns, and preparing for the CFIUS filing process must all be addressed at the earliest stage of any cross-border deal.

INVESTMENT DOCUMENTATION

• US-law-governed investment agreements, term sheets, and SAFEs

• Hart-Scott-Rodino filing requirement analysis for larger transactions

• US joint venture agreements with American partners

• US commercial contracts, licensing agreements, and distribution agreements

For Asian funds and companies with US portfolio company investments, the legal work continues after closing. Portfolio companies need ongoing support on venture financings, employment and equity matters, IP protection, and commercial contracts.

• Series A through C term sheets, stock purchase agreements, investor rights agreements, and voting agreements

• Cap table management and option pool structuring

• Down rounds, pay-to-play provisions, and recapitalizations

• Employment agreements, offer letters, and equity compensation plans for US hires

• IP ownership, assignment agreements, and work-for-hire documentation

• SaaS agreements, enterprise contracts, and NDAs for US operations

• Secondary transactions and tender offers in portfolio companies

Cross-border M&A — where an Asian buyer acquires a US target or a US subsidiary — requires US law counsel who can manage the deal mechanics, run or advise on US legal due diligence, and understand the cross-regulatory context.

• Asset purchase agreements, stock purchase agreements, and merger agreements under US law

• Rep and warranty insurance in US deals

• US legal due diligence for Asian acquirers

• Secondary purchase agreements for LP interest transfers

• CFIUS implications at each stage of deal structuring

For Asian firms with recurring US activity — a US office, US clients, US regulatory obligations, or a growing US portfolio — acting as fractional US general counsel provides consistent legal coverage without the cost of a full-time in-house hire. The engagement covers the routine and the complex: reviewing inbound US contracts, advising on US employment matters as headcount grows, monitoring SEC, CFTC, and FinCEN regulatory developments, and training non-US teams on US legal and compliance basics.

The recurring retainer relationship is also where the most valuable ongoing advisory work happens. Having counsel who already knows the business — its structure, its contracts, its regulatory profile — is more efficient than engaging new counsel for each discrete question.