Proskauer

Matthew Geduldig is a partner in the Corporate Department and a member of the Private Investment Funds Group. He advises private investment fund sponsors on the formation, fundraising and ongoing operation of investment funds, as well as the ownership, governance and management of their investment businesses. His clients range from emerging managers establishing their platforms to large, diversified asset managers, and include both exempt reporting advisers and registered investment advisers.

Matthew guides sponsors through each stage of the fund formation and capital raising process, including structuring fund terms, preparing offering and governing documents, negotiating with prospective investors and fund closings. He advises on the commercial, legal and regulatory considerations that shape fund terms and investor negotiations, including the preparation and negotiation of partnership agreements, subscription documents and side letters.

Beyond fundraising, Matthew counsels managers on the ongoing operation of their funds and management companies. His practice includes advising on sponsor ownership and internal governance arrangements, investor relations and the operational issues that arise as investment firms and their funds evolve. He helps clients address these matters in the context of their existing fund obligations, business objectives and regulatory requirements.

Matthew also advises on the securities laws and regulatory framework applicable to private funds and their managers, including private offering requirements, investment adviser registration and exemptions, investment company exclusions, marketing requirements and ongoing compliance obligations. His experience includes counseling clients on federal securities laws and regulatory considerations associated with raising, deploying and operating investment funds.

In addition to his sponsor practice, Matthew represents institutional investors in evaluating and negotiating investments in private investment funds. He assists with fund diligence, reviews economic and governance terms, and negotiates fund documentation and side letters. His experience representing both sponsors and investors informs his understanding of market terms, investor priorities and practical approaches to resolving negotiations.

Matthew is a recognized rising leader in private investment funds. He has been included in four consecutive editions of Best Lawyers: Ones to Watch in America (2024–2027) and was named a 2026 “40 Under 40 Rising Star” by Venture Capital Journal.