Legal Counsel for Investment Funds
Advising fund managers, sponsors, and operators on fund formation, SEC regulatory compliance, and ongoing legal and strategic matters.
What We Do
Pennington Legal advises investment funds, sponsors, and operators on fund formation, regulatory compliance, and ongoing legal and strategic matters.
The firm works closely with clients across private markets to structure investment platforms, navigate regulatory frameworks, and support thoughtful decision-making as businesses grow and scale.
Services include fund formation, fund offering materials, regulatory advisory, fractional fund counsel, and ongoing outside general counsel support.
A Different Kind of Counsel
Legal advisors often focus on documentation. Pennington Legal focuses on how legal structure impacts capital formation, investor alignment, and long-term execution.
The firm’s experience across law firm, compliance, and in-house roles provides a practical perspective on how investment platforms are built, capitalized, and managed.
This approach allows clients to make informed structuring decisions, navigate regulatory requirements, and address issues early—before they become costly or difficult to unwind.
Services
Fund Formation & Structuring
Advising clients on the formation and structuring of private investment vehicles, with a focus on aligning legal frameworks with investment strategy and long-term scalability.
Services include:
Private Placement Memoranda (PPMs)
Limited Partnership Agreements (LPAs)
Subscription agreements and investor onboarding
Structuring under 3(c)(1), 3(c)(7), 506(b), and 506(c)
Fund governance and economic structuring
Regulatory & Compliance Advisory
Navigating regulatory frameworks is critical to protecting both the manager and the investor base.
The firm provides guidance on:
SEC regulatory considerations
Marketing Rule compliance (pitch deck review)
Investment Adviser Act considerations (RIA/ERA)
Form D, Form ADV filings
Ongoing compliance frameworks and best practices
Outside General Counsel
For clients requiring ongoing legal support, the firm acts as outside counsel, providing continuous guidance across legal, strategic, and operational matters.
This includes:
Investor negotiations and side letters
Strategic structuring decisions
Review of marketing and investor materials
Coordination with other advisors (tax, audit, admin)
Who We Are
John S. Pennington - Founder
John S. Pennington is the founder of the Pennington Legal and advises investment funds, sponsors, and operators on fund formation, regulatory compliance, and ongoing legal and strategic matters.
His practice is focused on private investment funds across real estate, private equity, and venture capital, where he advises clients on structuring investment vehicles, navigating SEC compliance and securities regulations, and supporting the legal and operational needs of growing investment platforms.
Mr. Pennington was a partner at Kirkland & Ellis, where he advised on over $14 billion in capital formation across a range of private investment funds and worked with both international counsel and institutional investors.
He previously served as Chief Compliance Officer at Sundance Bay, a multi-asset manager with over $800 million in investments, where he led the firm’s registration as a Registered Investment Adviser and oversaw ongoing regulatory and compliance matters.
Earlier in his career, Mr. Pennington was associate counsel at Bridge Investment Group, a real estate investment platform with over $48 billion in assets under management, where he developed experience in fund structuring and real estate investments.
This combination of legal, compliance, and in-house experience informs his approach to advising clients on both the technical and practical considerations involved in building and scaling investment platforms.
Mr. Pennington holds a J.D. from Arizona State University – Sandra Day O’Connor College of Law and a B.A. from Brigham Young University. He is admitted to practice law in New York and Utah and holds a Series 65 license.
Let’s Work Together
