Sean Byrne

Counsel, Morrison & Foerster's Private Funds Group

Sean Byrne is of counsel in Morrison & Foerster’s Private Funds Group. Mr. Byrne works in all aspects of the formation and operation 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. Mr. Byrne often counsel 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 preparing Form ADV and drafting, updating, and using compliance manuals
  • Agreements between team members, admission of new team members, and business divorces

As a member of the firm’s Social Enterprise + Impact Investing group, Mr. Byrne has counseled for-profit and tax-exempt organizations on non-profit, low-profit, hybrid, and other fund structures.

Mr. Byrne also serves as the knowledge manager of the Private Funds Group. In this role he develops forms, templates, and processes for use with fund projects and keeps clients and colleagues updated on legal and commercial developments.