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Eliza S. Fromberg

Partner

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

Overview

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.

Experience

Advising 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

Advising 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

Representing 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

Representing 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

Advising start-up investment firm in negotiating and documenting seed investment

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

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

Representing 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

Insights

Education and Credentials

Education
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; managing editor, College Hill Independent
Admissions
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