About this opportunity
Counselwell Inc. lists this General Counsel / Head of Legal - US @ Allocator One opportunity in san francisco, California. Review the employer’s description below for duties, qualifications and application requirements.
Job description
Allocator One Group is a global investing platform redefining how institutional capital reaches private markets. We operate through two synergistic businesses:
Allocator One backs exceptional first- and second-time fund managers around the world as an anchor investor—effectively acting as “seed-investor + platform” for emerging VC funds.
Infra One, our fund-ops and tech arm, provides the regulatory, administrative, and tech infrastructure that allows those new funds to scale rapidly and globally. We are already live and serving in the UK, US, Austria, Germany and launching Singapore, India and Luxembourg imminently.
Together, we deliver both the capital and the structure fund managers need—and in doing so build a global ecosystem of platforms, people, and ideas that reshape private markets.
This role is one of the four foundational roles that we are hiring for to establish Infra One's US operating platform. These are not narrow, siloed functions. Each role is an architect of the Infra One US operating system—building the regulatory, operational, and financial infrastructure that will enable dozens of GPs to scale with confidence.
Tasks
The Role:
Architect of Fund Structuring & Regulatory Diplomacy
You are Infra One's lead advisor on US fund law, structuring, and GP relationships. You will draft and refine the legal templates that every GP fund will use: LPA (Limited Partnership Agreement), PPM (Private Placement Memorandum), Sub-Advisory Agreement, and Reg D form filings. More broadly, you are a strategic partner to the MD on market entry, regulatory positioning, and deal structuring—translating complex US securities law into practical playbooks.
You are not a siloed legal department; you are a business advisor who understands how fund structure affects GP economics, LP confidence, and Infra One's operational burden.
Key Responsibilities
Draft and maintain template LPAs, PPMs, Reg D offering documents, and sub-advisory agreements for Infra One-backed funds.
Advise GPs on Delaware LP vs. LLC choice, co-investment structures, parallel funds (US taxable vs. foreign investors), and feeder structures.
Review and negotiate advisor agreements between Infra One and each GP sub-adviser; ensure proper delegation, monitoring, and liability allocation.
Coordinate Reg D compliance: manage Form D filings, investor accreditation documentation, and offering memorandum delivery.
Regulatory & Compliance Interface
Work closely with the CCO on Form ADV disclosures, material conflicts of interest, and regulatory obligations.
Draft conflicts of interest policies and disclosure matrices; ensure all material conflicts are documented and communicated.
Advise on AML/KYC procedures and custody rule compliance.
Monitor SEC guidance and private fund rules; assess impact on Infra One's platform and update templates as needed.
Operational & Commercial Agreements
Draft custodial agreements, fund administration service agreements, and audit engagement letters.
Own Infra One's master service agreement (MSA) with GPs and update it as new operational or regulatory requirements emerge.
Strategic Advisory
Advise the MD on market positioning, competitive fund structure benchmarking, and emerging regulatory trends.
Participate in investment committee meetings; flag legal and regulatory risks early.
Build relationships with specialized counsel (external tax lawyers, Delaware counsel, etc.) and manage their engagement.
Requirements
What You Bring
Experience & Expertise
10–18 years of experience in investment fund law, private equity structuring, or venture capital law.
Deep expertise in Delaware limited partnerships, LLCs, and US fund documentation (LPA, PPM, MSAs).
Strong knowledge of Reg D, Form D filings, accreditation rules, and anti-fraud provisions.
Exposure to Advisers Act requirements for fund advisers, conflicts of interest disclosures, and custody rules.
Prior experience advising fund platforms, umbrella structures, or multi-GP environments is a strong plus.
Mindset & Approach
Business-savvy lawyer: you understand how legal structure affects GP incentives, LP returns, and operational complexity.
Practical and proportionate: you optimize for clarity and GP adoption, not legal perfection.
Relationship builder: you can communicate complex legal concepts to non-lawyer stakeholders (GPs, LPs, operations teams).
Entrepreneurial: you design templates and processes for scale, not bespoke one-off advice.
Nice to Have
JD from a top 20 law school; bar admission in New York or Delaware.
Prior in-house counsel experience at a PE firm, fund platform, or venture firm.
Exposure to European fund regulation (Luxembourg, Ireland) and cross-border structuring.
CPA or accounting background is a plus.
Location: Remote (preferred US timezone overlap with San Francisco HQ)
Salary Range: $220,000–$320,000 base + 25% bonus
Equity: TBD (0.15%–0.35%)
Reports to: US Platform Head / Managing Director
Hiring Timeline: Month 1–3
Why This Role Matters
Legal documentation is often the last thing to get right—but for Infra One, it is part of the pitch to GPs. By owning templates and structuring decisions in-house, we move faster, control costs, and maintain operational coherence across the platform.
Why Infra One
Leverage
Design fund documents once, then deploy across dozens of GPs. Your IP scales exponentially.
Autonomy
Full ownership of structuring decisions; direct input into platform strategy and competitive positioning.
Visibility
Reporting directly to the MD; participation in investment decisions and board discussions.
Strategic impact
Your structuring choices directly affect GP adoption rates, LP confidence, and operational efficiency.
Equity upside
Early-stage role with meaningful equity; directly tied to platform success.
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Worksite address
san francisco, CA, 94199, US
Who can apply
Review the original listing for work authorization, qualifications and employer requirements.