Shane Goudey

SHANE GOUDEY is the leader of Sidley’s Venture Funds practice. Shane focuses his practice on all aspects of the formation and operation of domestic and international investment funds, including venture capital, private equity, fund of funds, corporate, secondary market, debt, and a variety of other types of funds. He has represented sponsors in the formation of thousands of funds, ranging from multibillion-dollar venture capital and leveraged buyout funds to smaller firms forming early-stage venture capital, angel, pledge, and similar micro-funds, with just several million dollars in committed capital. Shane also regularly advises accelerator, venture studio, and incubator firms with respect to their organizational, operational, investment, and fund formation matters.

As fund counsel, Shane regularly advises his clients on all aspects of the fundraising process, including providing sophisticated market intelligence on fund terms and conditions, review and preparation of all fundraising documentation (e.g., private placement memoranda, roadshow presentations, diligence materials, etc.), formulation of marketing plans and strategies, preparation of all governing agreements, and leading negotiations with various participants in the fund formation process (including investors, private placement agents, and gatekeeper organizations). In connection with his fund practice, Shane possesses extensive knowledge of various securities laws (such as the Investment Advisers Act of 1940 and the Investment Company Act of 1940), tax planning and accounting issues, and other regulatory matters (e.g., ERISA, Bank Holding Company, FOIA, AML, etc.) affecting investment firms and the funds they manage. 

In addition, Shane has extensive experience in advising and guiding his fund clients on all facets of their internal management structuring, governance, and compensation matters, including developing and implementing both simple and complex organizational structures (often layered over multiple domestic and international jurisdictions), overseeing investment professional departures and separations, consulting on generational management succession planning, designing effective compensation programs (including detailed carried interest sharing plans), and all other general maintenance matters as outside counsel to such clients. Further, Shane also has substantial experience counseling both domestic and international institutional clients in connection with their investments in private investment funds, having represented clients in this capacity in aggregate investment transactions worth over US$5 billion. In addition to his fund formation practice, Shane represents fund clients, other institutional investors, and portfolio companies in their private and public investment transactions, and he has represented a number of emerging growth companies as outside corporate counsel, advising on legal, strategic, financing, tax, and structural matters arising throughout their life cycles.

Prior to his legal career, Shane was a senior manager with the San Jose office of PricewaterhouseCoopers LLP, where he practiced in the firm’s International Tax Services group. In addition, prior to law school, Shane served as a legislative aide to U.S. Senator Alan K. Simpson (Wyoming) in Washington, D.C., working both in the Minority Whip’s office and on the Senate Judiciary Committee.

Awards

• Chambers Global: Venture Capital: Fund Formation—USA (2020–2025)
• Chambers USA: Venture Capital: Fund Formation—Nationwide (2020–2025)
• Chambers USA: Venture Capital: Fund Formation—California (2020–2025)
• Legal 500 U.S.: Investment Funds—Private Equity Funds (including Venture Capital) (2020–2024)

Shane has advised hundreds of investment firms in connection with their fund formation transactions and ongoing fund administration, compliance, and operations. A selection of clients that he has represented in connection with their fund formations and operations includes:

• Lux Capital
• Foundry Group 
• Redpoint Ventures
• Institutional Venture Partners
• Inspired Capital Partners
• Trinity Ventures
• Sutter Hill Ventures
• Soma Capital
• Innovation Endeavors
• Vivo Capital
• Housatonic Partners
• Industrial Growth Partners
• Delta-v Capital
• Ludlow Ventures
• Signal Peak Ventures
• Blackhorn Ventures
• Next Frontier Capital
• The House Fund
• MXV Capital
• Applied Materials Ventures

• American Bar Association
• The Bar Association of San Francisco