Negotiating Private Equity Fund Terms: Key Provisions for Sponsors and Investors

Termination Rights, Standard of Care, Carried Interest and Management Fees, Conflicts, and Co-Investment Terms

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, February 7, 2018

Recorded event now available

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Program Materials

This CLE webinar will address current trends and hot issues in private equity fund terms and best practices for structuring and negotiating terms and agreement provisions for sponsors and investors.


Hot button topics in private equity fund terms include demands by limited partners (LP) for kick-out and termination rights with respect to the general partner (GP) of the fund. LPs may also demand that the agreement specify the standard of care for GP actions and the scope of the GP’s fiduciary duties. Correspondingly, the GP will typically demand indemnification for actions related to the fund’s investment activities.

Investors continue to pressure GPs to adopt global waterfalls whereby the hurdle threshold is calculated at fund level. GPs can pressure investors to stick with deal-by-deal waterfalls by proposing alternatives such as interim clawbacks. Investors are also concerned with how fund expenses are allocated as well as transaction fees and affiliate transactions.

Investors have shown an increasing desire to co-invest in equity and seek a lower fee structure and more flexibility than traditional PE investments provide. The terms of co-investment and club arrangements are typically negotiated on a case-by-case basis depending on factors such as the type and identity of the investor, asset type or portfolio company business, the intended use of the capital, and key tax considerations.

Listen as our authoritative panel of finance practitioners analyzes current trends in PE fund terms and best practices for sponsors and investors in structuring and negotiating agreement provisions.



  1. No fault kick-out and termination rights
  2. Indemnities
  3. General partner standard of care
  4. Carried interest and management fees
  5. Conflicts and transaction fees
  6. Co-investments
  7. Tax and ERISA


The panel will review these and other key issues:

  • What are the trends in termination rights for removal of GPs for cause and without cause?
  • What are investor hot button issues with respect to carried interest and management fees?
  • What are current developments that impact co-investments and how have the terms of these arrangements evolved?


Gelinas, Alex
Alex Gelinas

Sadis & Goldberg

Mr. Gelinas focuses his practice on providing tax advice to investment managers of hedge funds, private equity funds...  |  Read More

Huttler, Steven
Steven Huttler

Sadis & Goldberg

Mr. Huttler has extensive experience in corporate, finance, investment fund and securities matters, including the...  |  Read More

Viola, Daniel
Daniel G. Viola

Sadis & Goldberg

Mr. Viola is the Head of the Firm’s Regulatory and Compliance Group. He structures and organizes...  |  Read More

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