David E. Morris*

David advises private fund sponsors, investors, entrepreneurs, family offices, and Middle-Market businesses on private capital formation, mergers and acquisitions, financing transactions, and strategic growth initiatives. He helps clients raise and deploy capital, execute complex transactions, and navigate critical inflection points throughout the business and investment lifecycle.

His practice focuses on three core areas: private investment funds, strategic transactions, and corporate finance. David regularly represents venture capital, private equity, real estate, and private credit sponsors in fund formation, fundraising, governance, and portfolio company investments. He also advises buyers, sellers, founders, and investors in acquisitions, divestitures, recapitalizations, joint ventures, and financing transactions.

Prior to joining Michael Best, David worked in the mergers and acquisitions group at UBS Investment Bank and spent more than a decade as a managing director and general counsel of a private equity firm. This combination of legal, investment, and operating experience enables him to provide practical, business-focused counsel that aligns legal strategy with commercial objectives.

Solutions in action

David's experience includes a broad range of private capital and strategic transactions, including:

Private Funds & Investment Management

• Representing sponsors in the formation and structuring of venture capital, private equity, and real estate funds as well as special purpose investment vehicles.
• Preparation and negotiation of private placement memoranda, limited partnership agreements, operating agreements, subscription documents, side letters, and related offering documents.
• Advise on fund economics, including carried interest arrangements, management fee structures, GP commitment requirements, distribution waterfalls, recycling provisions, continuation fund structures, and investor governance rights.
• Counsel sponsors and investment advisers on institutional investor negotiations, securities law compliance, investment adviser registration exemptions, and ERISA considerations.

Mergers & Acquisitions

• Representing buyers, sellers, founders, and investors in strategic acquisitions, divestitures, recapitalizations, and business combinations.
• Advising clients on platform and add-on acquisition strategies, founder liquidity transactions, venture-backed exits, and family business succession transactions.
• Counseling management teams, sponsors, and investors on transaction structuring, legal diligence, risk allocation, and post-closing governance matters.

Financings and Private Placements

• Advising companies, sponsors, and investors on venture capital financings, including SAFEs, convertible notes, and preferred equity rounds.
• Representing borrowers, lenders, and investors in senior debt, mezzanine debt, private credit, acquisition financing, and structured capital transactions.
• Counseling clients on capital raising strategies, growth equity investments, fund-level financings, and other complex financing arrangements.