Private Equity Funds Formation and Operation

by ;
Edition: 2nd
Format: Loose-leaf
Pub. Date: 2017-01-07
Publisher(s): Practising Law Institute
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List Price: $395.00

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Summary

Designed to provide you with a comprehensive understanding of how private equity funds work and how they are regulated, Private Equity Funds: Formation and Operation helps you understand the different kinds of funds, including PIPEs, SPACs, mezzanine funds and credit opportunity funds. It discusses the negotiation of terms between fund sponsors and investors, including fund size, the investment program, capital commitments and contributions, distributions, and related documentation.


Private Equity Funds walks you through every decision that has to be made in creating a new fund, including helping you to:

  • Choose the right organizational options for funds and their sponsors
  • Structure and implement ownership and compensation arrangements that work best for each fund
  • Hire and retain the best fund talent
  • Qualify for the Securities Act’s private placement exemption, the IAA’s exclusion from registration as an investment adviser, and other exemptive relief

Written by expert private equity fund specialists from Schulte Roth & Zabel LLP, Private Equity Funds enables you to:
  • Structure beneficial seed capital transactions with strategic investors
  • Accrue the benefit of allowing principals and employees to participate in the income streams as equity owners or profit-sharing participants in a fund sponsor’s management entities
  • Avoid potential liability as a result of developing an excessively specific investment program as a fund manager

Packed with sample agreements and opinion letters, Private Equity Funds ensures that you capitalize on opportunities while staying clear of costly trouble

Table of Contents

Chapter 1: Introduction to Private Equity Funds
Chapter 2: Hybrid Funds
Chapter 3: Co-Investing with Private Equity Funds
Chapter 4: Terms of Private Equity Funds
Chapter 5: Organizational Options for Funds and Their Sponsors
Chapter 6: Ownership and Compensation Arrangements for Fund Sponsors
Chapter 7: Employment Matters
Chapter 8: Fund Documentation
Chapter 9: Adopting a Compliance Program
Chapter 10: Securities Act of 1933
Chapter 11: Investment Company Act of 1940
Chapter 12: Investment Advisers Act of 1940
Chapter 13: Other Regulations Affecting Funds and Sponsors
Chapter 14: ERISA
Chapter 15: Anti-Money Laundering
Chapter 16: Seed Investors and Other Strategic Investors
Appendix A: Limited Partnership Agreement
Appendix B: Investment Management Agreement
Appendix C: Guarantee
Appendix D: Corporate Law: Fund Counsel’s Opinion Letter to Fund Limited Partners
Appendix E: Securities Law: Fund Counsel’s Opinion Letter to Fund Limited Partners
Appendix F: Tax Law: Fund Counsel’s Opinion Letter to Fund Limited Partners
Appendix G: Certificate of General Partner in Connection with Tax Law Opinion Letter from Fund’s Counsel
Appendix H: Delaware Limited Liability Company, Certificate of Formation
Appendix I: Delaware Limited Partnership, Certificate of Limited Partnership
Appendix J: Side Letter Agreement
Appendix K: Transfer Agreement
Appendix L: Term Sheet
Appendix M: Sample Amendment Procedure
Appendix N: Subsequent Closings Language
Appendix O: Miscellaneous Covenants for Partners of (General Partner/Manager)
Appendix P: Excerpts from a Subscription Agreement
Appendix Q: Comparison of Hedge Fund and Private Equity Terms
Appendix R: Institutional Limited Partners Association—Private Equity Principles

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