Private Equity Funds: Business Structure and Operations

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651ONL
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
SKU 651ONL
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-088-3
Page Count 1424
Edition 0
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James M. Schell
James M. Schell is a partner in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. He represents private investment funds, banks, insurance companies, investment banking firms and other financial institutions in a broad range of financing and investment transactions. Mr. Schell heads the interdisciplinary group at Skadden Arps, which focuses on private investment funds, including leveraged buyout, venture capital and hedge funds, as well as investment funds designed to invest in particular countries or regions such as China or Latin America.Mr. Schells work also includes a substantial number of merchant banking and venture capital transactions in which financial institutions or private equity funds acquire significant equity stakes. These transactions involve a diverse mix of equity interests, ranging from convertible debt and preferred stock to warrants and common stock. Mr. Schell, who received his J.D. degree from Columbia University Law School, is a lecturer at the Institute of International Research and American College of Investment Counsel programs.
Kristine M. Koren
Kristine M. Koren is a member of Skadden's Investment Management Group. Her practice focuses primarily on the formation and operation of U.S. and offshore private investment funds, including private equity funds, hedge funds, funds of funds, venture capital funds and hybrids. In addition to assisting fund sponsors with their organizational structures, Ms. Koren also regularly advises on the sale of investment adviser businesses. She represents both sponsors and investors, and provides ongoing regulatory, transactional and compliance advice. Although her practice emphasizes asset management, Ms. Koren also handles a wide variety of general securities and corporate matters. Ms. Koren is a member of the New York City and New York State bar associations, as well as the American and Puerto Rican bar associations. She speaks fluent Spanish and French, as well as English.
Pamela Lawrence Endreny
Pamela Lawrence Endreny advises clients on a broad range of federal income tax matters, including mergers, acquisitions, joint ventures, spin-offs and restructurings. She focuses in particular on the formation and operation of private equity and hedge funds and their investments as well as transactions involving investment advisors (including public offerings thereof). She has significant experience advising clients on international acquisitions, restructurings, joint ventures, divestitures and financings. She regularly represents companies and financial institutions in connection with capital markets and derivatives transactions. She also represents clients in obtaining private letter rulings from the Internal Revenue Service and in tax controversies with the IRS.
CHAPTER 1
An Introduction to Private Equity Funds

§ 1.01 Overview
§ 1.02 Private Ordering of the Financial Intermediary Relationship
[1] Economic Expectations
[2] Markets
[3] Alignment of Interests
[4] Practical Considerations
§ 1.03  Venture Capital Funds
[1] Investment Strategy
[2] Organizational Structure
[3] Key Economic Terms
[4] Fund Size
[5] Typical Investors
[6] Leverage
[7] Transfer; Redemption
[8] Reinvestment
[9] Additional Investors
§ 1.04 Leveraged Buyout and Merchant Banking Funds
[1] Investment Strategy
[2] Organizational Structure
[3] Key Economic Terms
[4] Fund Size
[5] Typical Investors
[6] Leverage
[7] Transfer; Redemption
[8] Reinvestment
[9] Additional Investors
§ 1.05 Hedge Funds
[1] Investment Strategy
[2] Organizational Structure
[3] Key Economic Terms
[4] Fund Size
[5] Typical Investors
[6] Leverage
[7] Transfer; Redemption
[8] Reinvestment
[9] Additional Investors
§ 1.06 Funds of Funds
[1] Investment Strategy
[2] Organizational Structure
[3] Key Economic Terms
[4] Fund Size
[5] Typical Investors
[6] Leverage
[7] Transfer; Redemption
[8] Reinvestment
[9] Additional Investors
§ 1.07 Real Estate Funds
[1] Investment Strategy
[2] Organizational Structure
[3] Key Economic Terms
[4] Fund Size
[5] Typical Investors
[6] Leverage
[7] Transfer; Redemption
[8] Reinvestment
[9] Additional Investors
§ 1.08 Captive and Semi-Captive Funds
§ 1.09 Hybrid Funds
§ 1.10 Pledge Funds
§ 1.11 Mezzanine Funds
§ 1.12 Impact Funds

CHAPTER 2
Key Economic Terms: Carried Interest

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