Private Equity Funds: Business Structure and Operations.

Transcription

1 Brochure More information from Private Equity Funds: Business Structure and Operations. Description: Every year, investors pour billions of dollars into private equity limited partnerships, yet details about the organization and administration of these funds are tough to find. Private Equity Funds: Business Structure and Operations is the first practical guide that gives attorneys, investment professionals, tax practitioners and corporate lawyers the tools and authoritative guidance they need to handle any aspect of a private investment fund. It 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. No matter which aspect of private equity funds you deal with, this is a reference book you will want close at hand. Contents: CHAPTER 1 An Introduction to Private Equity Funds Overview Private Ordering of the Financial Intermediary Relationship [1] Economic Expectations [2] Markets [3] Alignment of Interests [4] Practical Considerations Venture Capital Funds [1] Investment Strategy [5] Typical Investors Leveraged Buyout and Merchant Banking Funds [1] Investment Strategy [5] Typical Investors Hedge Funds [1] Investment Objective [5] Typical Investors Funds of Funds [1] Investment Strategy

2 [5] Typical Investors A Real Estate Funds [1] Investment Strategy [5] Typical Investors Captive and Semi-Captive Funds Hybrid Funds The Pledge Fund The Mezzanine Fund CHAPTER 2 Key Economic Terms: Carried Interest, Management Fees and Other Income Economic Expectations The Basic Carried Interest [1] Size of the Carried Interest [2] Fund Income Subject to the Carried Interest Preferred Returns [1] General Partner Make-Ups [2] Formulating Hurdle Rates and Preferred Returns [3] Calculating Hurdle Rates and Preferred Returns Timing Issues and the Carried Interest [1] General Timing Issues [2] Clawbacks [3] Security for the Clawback Management Fees [1] Formulation and Size [2] Base for Calculation [3] Timing [4] Source of Payment and Effect on Capital Commitments Transaction and Other Fee Income [1] Approaches to Fee Income [2] Techniques for Sharing Treatment of Private Equity Fund Expenses CHAPTER 3 General Structural Issues For Domestic Funds Limited Partnerships: Structural Features of the Traditional Choice [1] Applicable State Law [2] Multi-Tier Structures [3] Formation of a Limited Partnership [4] Limited Liability [5] Fiduciary Relationships [6] Establishment of Series Within a Limited Partnership Other Structural Terms [1] Multiple Fund Entities [2] Investment by the General Partner [3] Single or Multiple Closings [4] Hub and Spoke Structures [5] Liquidating Trust CHAPTER 4 General Structural Issues For the General Partner and The Manager Structural Goals

3 Structural Options [1] Subchapter S Corporation [2] Business Trusts [3] Limited Partnerships [4] Limited Liability Company Limited Liability Companies: The Preferred Choice [1] Nomenclature [2] Formation of a Limited Liability Company [3] Limited Liability [4] Fiduciary Relationships Other Structural terms [1] Management [2] Investments [3] Sharing the Carried Interest [4] Dilution and Vesting [5] Estate and Tax Planning Structures [6] Going Concern Value CHAPTER 5 Taxation of the Private Equity Fund and the Investors Classification as a Partnership [2] Publicly Traded Partnerships [3] Alternatives to Funds Taxation of Limited Partners [1] Acquisition of Fund Interest [2] Partner's Basis in Fund Interest [3] Allocations and Capital Accounts [4] Distributions by the Fund Special Issues for U.S. Taxable Partners [1] Noncorporate Partners [2] Corporate Partners Special Issues for U.S. Tax-Exempt Partners [1] Debt-Financed Income [2] Possible Unrelated Business Taxable Income Items Special Issues for Non-U.S. Partners [2] Engaged in a U.S. Trade or Business [3] Income Not Effectively Connected with a U.S. Trade or Business CHAPTER 6 Taxation of the General Partner Receipt by the General Partner of an Interest in the Fund [2] Capital vs. Profits Interest Receipt of a Capital Interest by the General Partner [1] Recognition Event [2] Valuation of Capital Interest [3] Consequences to Other Partners [4] Capital Interest Subject to Forfeiture Receipt of a Profits Interest [1] Historical Perspective [2] Campbell and Revenue Procedure [3] Unvested Profits Interests and Revenue Procedure New Audit Guidelines for Partnerships CHAPTER 7 Miscellaneous Tax-Related Topics Partnership Exchange Funds in General Taxation of Exchange Funds [1] Diversification Requirement [2] Proposed Legislation Management Fees

4 Structuring Foreign Investments by the Fund [2] Controlled Foreign Corporations [3] Foreign Personal Holding Company [4] Income Tax Treaties Special Issues Relating to Hedge Funds [1] General [2] Parallel Funds [3] Master-Feeder Funds [4] Compensation of General Partner/Investment Advisor Guaranteed Payments and Funds [1] General [2] Preferred Returns and Guaranteed Payments CHAPTER 8 Regulatory Issues Affecting The Private Fund and the Manager PART I: Introduction Introduction PART II: Regulatory Issues Affecting the Private Fund The Securities Act [1] The Private Offering Exemption [2] Regulation D [3] Internet Offerings The Investment Company Act [1] Definition of Investment Company [2] Section (3)(c)(1) Companies [3] Section 3(c)(7) Companies [4] Knowledgeable Employees [5] Gratuitous Transfers [6] Incubators The Exchange Act Impact on Private Equity Funds [1] Forward-Looking Statements [2] Registration as a Municipal Advisor The Employee Retirement Income Security Act [1] The Statutory Framework [2] Avoiding Plan Assets [3] Operating Companies [4] Significant Participation Offshore Private Equity Funds [1] Private United States Offerings [2] Simultaneous Private United States Offerings and Public Offshore Offerings [3] United States Persons [4] Permissible Activities in the United States [5] Internet Offerings [6] Foreign Issuers and the Press: Rule 135e FINRA Restrictions on Participating in Public Offerings [1] Approach to Regulation of New Issues [2] Addressing New Issues in a Partnership Agreement Tax Shelter Regulations The Communications Act [1] FCC Treatment of Limited Partners and LLC Members [2] Communications Ownership Limits [3] Attribution [4] Insulation Provisions PART III: Regulatory Issues Affecting the Manager The Investment Advisers Act [1] Definition of Investment Adviser [2] Certain Exemptions and Exclusions from Registration [3] Registering as an Investment Adviser [4] Consequences of Registration as an Investment Adviser [5] Agency Cross and Principal Transactions [6] Rule 206-4(8) and the Offering Process [7] The Pay-to-Play Rules

5 [8] Custody of Client Assets [9] Additional Considerations for Foreign Investment Advisers The Securities Exchange Act of 1934 [1] Broker-Dealer Status Commodities and Futures Regulations The Bank Holding Company Act [2] The Volcker Rule Gramm-Leach-Bliley Act [2] Application of the FTC Regulations [3] Obligations Under the FTC Regulations [4] Compliance Procedures Anti-Money Laundering Compliance EU Directive on Alternative Investment Fund Managers CHAPTER 9 Implementing the Economic Bargain: The Private Equity Fund Limited Partnership Agreement Definitions and Interpretation [1] Structure of Agreement [2] Definitions [3] Interpretation [4] General Partner's Standard of Care Organization [1] Continuation of Limited Partnership; Term [2] Choice of Name [3] Purpose [4] Places of Business [5] Registered Office and Agent [6] Fiscal Year [7] Powers [8] Certificates and Other Filings Partners [1] General and Limited Partners [2] Liability of the General Partner [3] Limited Liability of Limited partners [4] Right to Hold Interest as a Non-Voting Interest [5] No Priority [6] Partnership Property [7] Withdrawing Limited Partner Capital Contributions; Capital Commitments [1] Capital Contributions [2] Return of Unutilized Contributions [3] Excuse, Exclusions and Cancellation [4] Defaulting Limited Partner [5] Admission of Additional Limited Partners at Subsequent Closings [6] Portfolio Investments in Media Companies [7] Alternative Investment Structure [8] New Issues Capital Accounts; Allocations [1] Capital Accounts [2] Allocation to Capital Accounts [3] Tax Allocations [4] Determinations by General Partner Distributions [1] No Right to Withdraw [2] Ordinary Distributions [3] Distributions in Kind [4] Restrictions on Distributions [5] Withholding Management [1] Management by General Partner [2] Investment Powers of the General Partner

6 [3] Limitations on the General Partner [4] Borrowing and Guarantees [5] Third Party Reliance [6] Tax Matters Partner [7] Other Activities of the General Partner and Related Persons [8] Regulatory Covenants [9] Advisory Board Expense and Fees CHAPTER 10 Implementing the Economic Bargain: The Limited Liability Company Agreement for the General Partner Introduction Definitions and Interpretation [1] Structure of Agreement [2] Definitions [3] Interpretation [4] Class A-1 Members' Standard of Care Organization [1] Continuation of Limited Liability Company: Term [2] Choice of Name [3] Purpose [4] Places of Business [5] Registered Office and Agent [6] Fiscal Year [7] Powers [8] Certificate and Other Filings Members [1] Class A and Class B Members [2] Liability of the Members [3] Limited Liability of Members [4] No Priority [5] Partnership Property Capital Contributions; Capital Commitments [1] Capital Contributions [2] Admission of Additional Members; Sharing Percentages Capital Accounts; Allocations [1] Capital Accounts [2] Allocation to Capital Accounts [3] Tax Allocations [4] Determinations by Class A-1 Members Distributions [1] No Right to Withdraw [2] Ordinary Distributions [3] Distributions in Kind [4] Restrictions on Distributions [5] Withholding Management [1] Management by Class A-1 Members [2] Borrowing and Guarantees [3] Tax Matters Partner [4] Other Activities of the members and Related Persons Expense and Fees; Books of Account, Records and Banking APPENDICES INDEX Ordering: Order Online - Order by Fax - using the form below Order by Post - print the order form below and send to

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