Eliza S. Fromberg


F: (212) 857 4866
Overview Experience Insights News Education and Credentials


Eliza Fromberg advises investment management clients, including investment advisers, broker-dealers, boutique investment banks, hedge funds, real estate funds and family offices on regulatory compliance, securities, transactional and general corporate matters. She counsels both emerging and established fund managers in forming and structuring pooled investment vehicles and complying with U.S. securities laws.

In addition to advising clients on formation, structuring, and governance issues, Eliza guides clients through the process of becoming registered with the SEC, FINRA and the CFTC, and navigating the complex regulations applicable to financial market participants. Her practice encompasses both day-to-day legal issues and pivotal events, such as mergers and acquisitions, restructurings, and regulatory investigations. She typically represents family-owned or closely held businesses.

Prior to joining Day Pitney, Eliza served as managing director and general counsel at a boutique investment bank that provided equity research, equity financing, M&A advisory, institutional sales and trading, and wealth and asset management services to institutional investors, corporate clients, venture capitalists, entrepreneurs and financial sponsors. When she first entered private practice, Eliza was an associate at a large international law firm, where she defended financial institutions, private funds and prominent individuals in regulatory enforcement matters and civil litigation.


Prior results do not guarantee a similar outcome.

Represented a fund manager in connection with the formation of an offshore venture capital fund designed to invest in U.S. emerging growth biotech and pharmaceutical companies

Represented a NJ-based real estate developer in the formation of private funds designed to make preferred equity and mezzanine debt investments in multifamily and mixed-use real estate projects

Advised a broker dealer registered as an alternative trading system (ATS) with respect to U.S. securities laws applicable to trading unregistered securities of private venture-backed companies, and forming aggregation vehicles to hold interests in private companies

Advised a fintech-focused boutique investment bank on negotiation of engagement letters for M&A advisory and private placements engagements, and day-to-day legal and compliance questions

Represented a Connecticut-based investment manager in the formation of an open-ended, hybrid private investment fund to invest in private investments in public equities (PIPEs) offered and sold by special purpose acquisition companies (SPACs), and initial public offerings of SPAC units

Represented a real estate investment firm with the formation of a real estate fund to make opportunistic preferred equity and mezzanine debt investments in multi-family assets

Advised a start-up investment firm in negotiating and documenting seed investment

Represented a SEC-registered investment adviser in drafting response to SEC deficiency letter and revising compliance policies and policies

Counseled a single family office with restructuring of family management entity and family investment fund, including advising on governance

Represented a high net worth individual in negotiating his separation from investment firm of which he was a founder, drafting consulting agreement, and setting up new entity to provide consulting services


Education and Credentials

New York University School of Law, J.D., cum laude, 2001, Pomeroy Scholar; Florence Allen Scholar; articles editor, New York University Law Review
Brown University, B.A., magna cum laude, 1995, Phi Beta Kappa
State of New York
State of New Jersey
U.S. District Court, Southern District of New York
U.S. District Court, Eastern District of New York