Private Equity Fund Formation: Choice of Entity, Fundraising Trends, SEC Regulatory Issues, Tax Concerns

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

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Conducted on Tuesday, July 19, 2022

Recorded event now available

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Course Materials

This CLE course will examine the critical steps in the formation and operation of a private equity fund and identify the most significant private equity fund formation trends from a capital raising, SEC regulatory, and tax standpoint.


Private fund formation in the U.S. begins with a choice of entity (typically a limited partnership) and a decision about where to form the fund (usually Delaware). Counsel's work representing a fund begins with a thorough understanding of the Delaware Revised Uniform Limited Partnership Act (DRULPA), the fundamental rights and obligations of the general and limited partners under DRULPA, and how to tailor an agreement between the parties.

Fund formation also requires an understanding of the regulatory landscape. The SEC has the authority to regulate investment advisers under the Advisers Act and generally requires advisers to register with the SEC unless they meet specific exemptions. Investment advisers may also be subject to regulatory requirements at the state level. The SEC continues to scrutinize fees and expenses, co-investments, conflicts of interest, cybersecurity, and other issues with investment funds.

Tax matters play a critical role in both fund formation and the structure of underlying fund investments. Sponsors of private equity funds may choose to limit participation by certain types of investors due to applicable legal and regulatory considerations and the fund's investment strategy.

Listen as our panel of private equity attorneys discusses the changing landscape of private equity fund formation, including new regulations and their implications for fund sponsors.



  1. Overview of the current private equity fund formation landscape
  2. Why a limited partnership? Why Delaware? Key concepts under the DRULPA
  3. Regulatory concerns
    1. Investment Advisers Act
    2. SEC focus on fees and expenses and conflicts of interest
    3. Co-investments
    4. Cybersecurity
  4. Current tax issues for private equity funds
  5. Initial fundraising negotiations
  6. Fund terms update and hot topics


The panel will review these and other key issues:

  • What are the most significant changes impacting private equity fund formation from a capital raising perspective?
  • What are some recent structural changes taking place in the market?
  • How are new SEC initiatives and guidance impacting private equity fund terms?


Dubnoff, Neil
Neil A. Dubnoff

Kleinberg Kaplan Wolff & Cohen

Mr. Dubnoff focuses his practice on the tax aspects of onshore and offshore investment funds and their investment...  |  Read More

Schwartz, Phyllis
Phyllis A. Schwartz

Schulte Roth & Zabel

Ms. Schwartz focuses her practice on the structuring, formation and operation of private equity funds, including buyout...  |  Read More

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