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

Note: CPE credit is not offered on this program

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, February 27, 2024

Recorded event now available

or call 1-800-926-7926

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 or the Cayman Islands, but increasingly Luxembourg and other jurisdictions). Counsel's work representing a fund begins with a thorough understanding of the commercial objectives of the sponsor and the limited partners, the fundamental rights and obligations of the general and limited partners, and how to tailor the agreements 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?


Fulton, Jamal
Jamal Fulton

Cleary Gottlieb Steen & Hamilton

Mr. Fulton’s practice focuses on the organization and operation of private investment funds, including buyout,...  |  Read More

Goldman, Ethan
Ethan R. Goldman

Davis Polk & Wardwell

Mr. Goldman advises clients on federal income tax matters related to a variety of transactions, including U.S. and...  |  Read More

Jin, Ruth
Ruth Jin

Partner, Leader Private Investment Funds Practice
Moses & Singer

Ms. Jin has 19 years of experience delivering high-quality and business-focused legal solutions to private fund...  |  Read More

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