Eliza S. Fromberg

Partner

New York, NY

| (212) 297-5847

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

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

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

Admissions

U.S. District Court, Eastern District of New York
U.S. District Court, Southern District of New York
State of New Jersey
State of New York

In The Media

Media Mention

FTX-Gisele Partnership Highlights Risks of Celebrity ESG Roles, Bloomberg Law, December 5, 2022
SEC's Kardashian Case, Marketing Rule Aim to Reveal Paid Ads, Bloomberg Law, October 07, 2022
SEC's 1st Crowdfunding Enforcement Turns Heat On Portals, Law360, September 24, 2021
Major Japanese Pension Fund Seeds Japan Equity Long-Short Fund, Hedgeweek, September 13, 2021
How Day Pitney Attys Guided Client's New Property Fund Deal, Law360 Pulse, April 23, 2021
Personal Messaging Channels Pose Compliance Cybersecurity Risks, FundFire, October 30, 2020
House Bills Could Make IPOs And Private Offerings Easier, Law360, November 3, 2017
Equity Crowdfunding Tops $10M Since SEC Rules Took Effect, Law360, November 1, 2016
SEC Boosts Intrastate Crowdfunding, But Hurdles Remain, Law360, October 31, 2016
FINRA's Capital Acquisition Broker Rules Face Tough Sell, Law360, September 12, 2016
Solve Social Media Compliance Problems Before Examiners Find Them, ACA Insight, August 9, 2016
Introduction of Regulation Crowdfunding, Financier Worldwide Magazine, July 20, 2016
Accredited Investor Debate Puts SEC On Hot Seat, Law360, May 27, 2016
4 Things To Know As Equity Crowdfunding Rules Take Effect, Law360, May 13, 2016
CCO or CCO/ General Counsel: Make the Choice That Fits Your Firm's Needs, ACA Insight, May 12, 2016
JOBS Act's Lift Of Ad Ban Gains Traction With Small Cos., Law360, April 4, 2016
SEC exploring new accredited investor definition, The Deal, January 19, 2016
Capital Markets Regulation and Legislation to Watch in 2016, Law360, December 24, 2015
SEC Says Private Investor Standards May Be Out Of Date, Law360, December 18, 2015
Watching the SEC: Inspector General Investigates Wrongdoing at the Agency, ACA Insight, December 14, 2015
Outsourced CCOs: New Risk Alert Warns of Compliance Weakness, ACA Insight, November 16, 2015
New SEC Rules Work the Crowd for Funds, Corporate Counsel, November 5, 2015
Crowdfunding May Struggle Under New SEC Rules, Law360, November 2, 2015
Electronic Communication Compliance: One Size Does Not Fit All, ACA Insight, October 14, 2015
Mock Exams: Find Deficiencies Before the SEC Does, ACA Insight, October 13, 2015
Private Equity: What the SEC Plans to Target, ACA Insight, October 12, 2015
Examiners on Site: Make the Visit a Success, ACA Insight, October 9, 2015
SEC Staff: Reg D Issuers Can Safely Provide Factual Business Information, ACA Insight, October 8, 2015

January 10, 2025

Annual and Periodic Reporting and Compliance Requirements Applicable to Investment Managers

As the year begins, please keep in mind the multiple annual and periodic reporting and compliance requirements applicable to investment managers. For your convenience, below is a list of certain filing deadlines and compliance dates that may apply to your business.

November 12, 2024

Return of the Trump Administration: Some Predictions for Investment Managers

Day Pitney Alert

May 30, 2024

"Girls Rule the Law Lunch and Learn," Day Pitney

On May 17, in our New York office, Day Pitney’s Women Working Together®, the firm’s women’s initiative that provides mutual support, professional growth and community service opportunities to women attorneys at the firm and to clients, hosted a Lunch and Learn event together with Girls Rule the Law, a non-profit organization dedicated to making legal, legislative, and judicial careers accessible to underrepresented and underprivileged middle and high school girls.

September 25, 2023

Navigating the SEC’s New Private Fund Rules: Challenges Ahead for Sponsors and Advisers

Day Pitney Alert

March 25, 2022

Day Pitney Represents Iridian in Management Buyout

In March 2022, Day Pitney completed a transaction in which it represented Iridian Asset Management LLC, an asset management firm based in Westport, CT and its management team (collectively "Iridian"), in connection with the "management buyout" of its founding partners and the firm's asset management business.

View all