David W. Watson

David W. Watson

David W. Watson

David Watson, a partner in and chair of Goodwin’s Private Investment Funds Practice, focuses his practice on the formation of private investment funds, securities offerings, partnership law, securities law compliance and general corporate matters. Mr. Watson also participates in the firm’s Real Estate Capital Markets and Private Equity Practices. Mr. Watson is annually recognized as a leading attorney in his field by Chambers USA, where clients note his “impeccable reputation” and “ability to really think outside the box.”

Professional Activities

Mr. Watson is a lecturer at MIT’s Sloan School of Business.


Mr. Watson is listed in Chambers USA: America's Leading Lawyers for Business, The Legal 500, The Lawdragon 500 and U.S. News-Best Lawyers.

Areas of Practice


Mr. Watson’s experience in the fund formation area includes establishing private investment funds through U.S. and international securities offerings, organizing fund manager and sponsor entities, advising fund managers and sponsors in establishing compensation structures and internal operating policies, representing funds and investors in the preparation and negotiation of fund formation and investment documents, and restructuring the terms of existing investment funds. He has expertise in establishing a variety of domestic and international private investment funds and other investment vehicles across many industries, including private equity funds, real estate funds, debt funds, oil and gas funds and other natural resources funds.

Mr. Watson’s extensive experience in the ongoing management and operation of private investment funds and fund managers includes developing and implementing Advisers Act and other securities law compliance programs, establishing U.S. and international employee carried interest and co-investment programs, advising on broker-dealer compliance, structuring and negotiating joint ventures and other co-investment vehicles for co-investment by fund investors and third parties, the acquisition and disposition of portfolio investments, and providing advice in other aspects of corporate governance and securities law compliance.

Mr. Watson has been involved in numerous real estate securities offerings and other transactions, including the formation of real estate funds, joint ventures, separate accounts, REITs and other investment vehicles, real estate portfolio acquisitions and dispositions, roll-up consolidation transactions, mergers and other acquisition transactions involving REITs, and representing REITs in public and private securities offerings.

He has recently represented:

  • Advent International Corporation, a global private equity firm, in the formation of multi-billion dollar global private equity funds and regional funds investing in Latin America
  • Healthcare Royalty Partners in the formation of a $1.5 billion private equity fund investing in healthcare royalties
  • LBA Realty, a California based real estate fund manager, in the formation of a real estate fund investing in industrial and office properties
  • Canyon Capital Realty Advisors in the formation of multiple separate accounts for investments in debt securities
  • Blue Vista Capital Partners in the formation of sponsor equity funds and joint ventures
  • A private equity firm focusing on fund-of-funds and customized private equity programs in the formation of a hybrid private equity fund-of-funds that makes direct investments and invests in other private equity funds
  • Canaan Resources LLC in the formation of a fund that invests in the exploration and development of natural gas wells



J.D., 1988
Harvard Law School

(cum laude)

B.A., 1985
The University of Maine




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