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Private Equity Funds: Business Structure and Operations

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Outstanding practical guide that gives attorneys, investment professionals, tax practitioners and corporate lawyers the tools they need to handle any aspect of a private investment fund.

"The best guide to private equity funds. Insight and explanations for both fund sponsors and investors. The gold standard."
Andrew Zalasin,General Partner and CFO: RRE Ventures

Best Practices for Organizing and Managing a Fund

With nearly $7 trillion invested in more than 20,000 funds, investor interest in the private equity industry has returned, despite the economic turmoil of recent years. Still, guidance about the organization and administration of these funds is tough to find. This 1,400+ page online and traditional print resource will equip corporate lawyers, investment professionals, and tax practitioners with best practices to manage these funds effectively.
Timely updates, ongoing analysis, and model documents. Online, eBook, and traditional print looseleaf formats with updates are available. All updates are included with an annual subscription.
Private Equity Funds: Business Structure and Operations covers a wide range of important issues, such as: the key economic differences between various types of funds; structuring the private equity fund to meet economic expectations and investment goals; securing maximum tax benefits for the sponsor of the fund; duties of the fund's General Partner and Investment Advisor; the major regulatory issues affecting the private equity fund; and much more.
What’s New?
Private Equity Funds: Business Structure and Operations remains current to reflect the aftermath of the financial crisis of 2007 to 2009. The authors also focus on cyber risk and the compliance obligations of investment advisers.
Chapters Include:
An Introduction to Private Equity Funds
Key Economic Terms: Carried Interest, Management Fees and Other Income
General Structural Issues For Domestic Funds
General Structural Issues For the General Partner and The Manager
Taxation of the Private Equity Fund and the Investors
Taxation of the General Partner
Miscellaneous Tax-Related Topics
Regulatory Issues Affecting The Private Fund and the Manager
Implementing the Economic Bargain: The Private Equity Fund Limited Partnership Agreement
Implementing the Economic Bargain: The Limited Liability Company Agreement for the General Partner
APPENDIX A:  Summary of Principal Terms
APPENDIX B:  Certificate of Limited Partnership
APPENDIX C:  Short-Form Partnership Agreement
APPENDIX D(1):  Amended and Restated Agreement of Limited Partnership (Basic)
APPENDIX D(2):  Amended and Restated Agreement of Limited Partnership
APPENDIX E:  Investment Management Agreement
APPENDIX F:  Certificate of Formation for Limited Liability Company
APPENDIX G:  Short Form Limited Liability Company Agreement
APPENDIX H(1):  Limited Liability Company Agreement for General Partner
APPENDIX H(2):  Limited Liability Company Agreement for General Partner
APPENDIX J(1):  Subscription Agreement (A Section 3(c)(1) Fund)
APPENDIX J(2):  Subscription Agreement (A Section 3(c)(7) Fund)
APPENDIX J(3a):  Request for Taxpayer Identification Number and Certification
APPENDIX J(3b): Instructions for Form W-8BEN
APPENDIX K:  Clawback Guaranty
APPENDIX L:  Legal Opinion
APPENDIX M:  Form of Anti-Money Laundering Compliance Policy
APPENDIX M(1):  Form of Anti-Money Laundering Policy
APPENDIX N:  Limited Partnership Agreement for Hedge Fund
APPENDIX O:  Declaration of Trust
APPENDIX P:  Investment Advisory Agreement
APPENDIX Q:  Pledge Fund
APPENDIX R: New Issue Questionnaire
APPENDIX S: Form of Confirmation Letter
APPENDIX T:  Amended and Restated Certificate of Limited Partnership
APPENDIX U: Amended and Restated Agreement of Limited Partnership
APPENDIX V: Amendment to Amended and Restated Agreement of Limited Partnership
APPENDIX W: Amended and Restated Agreement of Limited Partnership of Mezzanine Partners
APPENDIX X: Rule 506 Questionnaire

Book #00651; looseleaf, one volume, 1,424 pages; published in 1999, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-088-3

Additional Information
Division Name LJP
Volumes 1
Product Types Books
Brand LJP
Jurisdiction National
ISBN 978-1-58852-088-3
Page Count 0
Edition 0
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James M. Schell

James Schell is a partner in Mayer Brown's New York office and a member of the Corporate & Securities practice. James has more than 25 years of experience in forming private equity and other pooled investment funds and in representing clients who wish to organize or invest or participate in private companies that sponsor and manage private equity and hedge funds. His work in this area encompasses established private equity and hedge fund firms that need to be restructured to address succession, governance or ownership issues, as well as new investment management firms being established by individuals, family offices or traditional financial institutions. 

Kristine M. Koren

Kristine M. Koren is a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. Kristine represents sponsor and investor clients in the formation and capitalization of a diverse range of United States and offshore private investment funds and asset managers, including related financing, co-investment, acquisition and exit transactions. Her clients include private funds, financial services firms, sovereign wealth funds, family offices, high net worth individuals and other asset managers.

Kristine currently serves as co-chair of the NY State Bar’s private funds group.

Pamela Lawrence Endreny

Pamela Lawrence Endreny is a partner in the New York office of Gibson, Dunn & Crutcher. She regularly advises clients on a broad range of U.S. and international tax matters, including public and private M&A, spin-offs, joint ventures, restructurings, financings and capital markets transactions, as well as on all types of matters involving asset managers and private equity funds. She is also experienced in obtaining private letter rulings from the IRS on spin-offs and other corporate transactions and in assisting in audits and tax controversies.

Endreny currently serves as chair of the Financial Transactions & Products Committee of the ABA Tax Section and as Co-Chair, Investment Funds of the Tax Section Executive Committee of the New York State Bar Association.  She frequently writes and speaks on emerging tax topics.

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