Sean Byrne

Sean Byrne

Of Counsel

San Francisco, (415) 268-6248


University of California, Berkeley (B.A., 2003)
Georgetown University Law Center (J.D., 2007)

Bar Admissions


Sean Byrne advises new and experienced fund sponsors on structuring and marketing their funds to investors. He and the other members of the firm's Private Funds Group have offered clients fund structures to accommodate legal, regulatory, and tax needs of individual, corporate, pension plan, nonprofit, non-U.S., and sovereign wealth fund investors. Mr. Byrne has experience working with private equity, venture capital, hedge, and real estate funds and has helped fund sponsors build investment platforms in highly regulated but attractive industries, such as distressed and community banks.

Mr. Byrne often counsels fund sponsors on:

  • 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
  • Exemptions from registration under the Investment Advisers Act of 1940
  • Life as a registered investment adviser, including filing Form ADV and drafting, updating, and using compliance manuals
  • Tax planning opportunities raised by the nature and jurisdiction of a fund’s proposed investors and investments
  • Agreements between team members, admission of new team members, and business divorces

For his institutional investor clients, Mr. Byrne provides perspective on business and legal points, negotiates side letter terms and pre-closing amendments to fund documents, and attends to post-closing tasks such as advising on proposed amendments to fund agreements and advising on disclosure obligations under public records acts and open meeting acts.

Mr. Byrne graduated from the Georgetown University Law Center in 2007, where Prof. Marty Ginsburg noted that his performance in “Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions” gave him “every reason to be extremely pleased.” He earned his B.A. in cognitive science in 2003 from the University of California, Berkeley, where he served as a University Cannoneer.

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