Private Equity Carried Interest Clawbacks: Fund Agreement Mechanisms and Tax Considerations
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss clawbacks of carried interest paid to private equity fund managers, focusing on the various clawback mechanisms, structuring fund economic provisions and clawback provisions, and the tax ramifications of clawbacks of carried interest.
Outline
- Fund waterfall options and carried interest economics
- Options for preserving the economic deal
- Tax implications of carried interest clawbacks
- Detailed analysis of clawback features
- GP-level implications of carried interest clawback
Benefits
The panel will review these and other key issues:
- How do variations in distribution waterfalls impact the timing of carried interest distributions to the sponsor? What are the related tax implications?
- What are the available mechanisms for preserving the partners' economic deal?
- What are the critical tax and non-tax features of carried interest clawbacks?
- What are the income tax ramifications of carried interest clawbacks?
- What are the GP-level considerations arising from carried interest clawbacks?
Faculty
Siobhan M. Burke
Partner
Paul Hastings
Ms. Burke has a particular focus in corporate, partnership, and limited liability company finance matters, including... | Read More
Ms. Burke has a particular focus in corporate, partnership, and limited liability company finance matters, including venture capital and risk capital partnership financings, federal and state securities regulation, and mergers and acquisitions. She has represents domestic and foreign business organizations, including publicly-traded companies, privately-held companies, private equity funds, public and corporate retirement funds, insurance companies, and other institutional investors in public and private securities offerings, and financial and strategic buyers and sellers in mergers and acquisitions transactions.
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Adam D. Greenwood
Partner
Ropes & Gray
Mr. Greenwood is a partner practicing in the tax & benefits department. His practice focuses on transactional tax... | Read More
Mr. Greenwood is a partner practicing in the tax & benefits department. His practice focuses on transactional tax matters, including matters relating to private equity, real estate and hedge funds; mergers and acquisitions; inbound and outbound investments; and secondary transactions.
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Joseph M. Mannon
Shareholder
Vedder Price
Mr. Mannon is Chair of Vedder Price's Private Fund Formation group and a member of the firm's Investment... | Read More
Mr. Mannon is Chair of Vedder Price's Private Fund Formation group and a member of the firm's Investment Services group. He focuses his practice on legal and compliance matters for investment advisers, mutual funds, closed-end funds and unregistered vehicles such as hedge funds, hedge fund of funds and other investment entities. With regard to unregistered vehicles, he frequently counsels clients on fund formation and structuring matters for funds organized both in the United States and abroad. He also counsels clients on issues relating to commodity trading advisers and commodity pool operators. Mr. Mannon has substantial experience in regulatory and compliance matters affecting investment advisers, including registration and marketing, such as compliance with Global Investment Performance Standards (GIPS), as well as in drafting compliance policies and procedures. He counsels advisers on trading agreements, including brokerage and derivatives agreements. He also conducts mock Securities and Exchange Commission (SEC) examinations and represents clients before the SEC and other regulators in examinations and investigations. He also spends significant time counseling registered and unregistered investment company boards.
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