Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiating Trends

Navigating Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, Conflicts of Interest, and More

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

Conducted on Wednesday, May 3, 2017
Recorded event now available

This CLE webinar will discuss the key structural considerations and legal complexities of forming, launching and operating a private real estate fund. The program will look at how recent regulatory developments impact fund managers and investors with respect to issues such as fees and expenses, co-investments, and conflicts of interest. The program will provide an overview of tax issues impacting fund formation.


Private real estate funds continue to be a compelling alternative to public and private REITS for real estate investments. These funds often involve complex legal and tax issues arising from structuring and investing in U.S. sponsored funds. Moreover, investors are becoming increasingly more sophisticated with diverse tax profiles and are likely to negotiate terms that better align interests between the investor and general partner/sponsor.

At the same time the SEC and other authorities continue to scrutinize the private equity industry regarding fees and expenses, co-investments, conflicts of interest, and other concerns impacting private fund managers, driving new issues to the forefront of GP/LP negotiations. What do you need to know to negotiate this evolving and highly scrutinized landscape?

Listen as our panel of real estate and fund practitioners discusses the key structural considerations and legal complexities of forming, launching and operating a private real estate fund. The panel will discuss the changing regulatory landscape of fund formation impacting fund managers and investors such as fees and expenses, co-investments and conflicts of interest. The panel will also provide an overview of current tax issues and related developments.


  1. Overview of the real estate private equity fund formation landscape
  2. Admission and withdrawal of investors
  3. Initial capital contributions and capital calls
  4. Allocation of profits and losses; clawbacks; return of capital
  5. Fees and expenses and related conflicts of interest
  6. Operational considerations
  7. Tax issues impacting real estate funds


The panel will discuss these and other key issues:

  • Legal and tax considerations in forming, launching and operating a private real estate fund
  • Private real estate funds vs. public and private REITs
  • Entity structures for real estate funds
  • Allocation of profits and losses, clawbacks, and return of capital
  • Fees, expenses, co-investments and conflicts of interest


Richard M. Morris, Partner
Herrick, Feinstein, New York

Mr. Morris' practice covers a range of commercial and regulatory matters. He has more than 25 years of transactional experience in corporate finance, including public company offering, PIPEs, reverse mergers, bank and alternative source financings, venture capital and private equity investments, security offerings, leveraged recapitalizations, workouts and restructurings. His corporate real estate practice includes public and private REITs, real estate funds, mortgage funds, joint ventures, and other vehicles implementing real estate focused strategies. His institutional investment practice includes the formation and acquisition of funds, investments in real estate-related assets, and traditional and alternative source financings and investments.

Louis Tuchman, Partner
Herrick, Feinstein, New York

Mr. Tuchman counsels clients by addressing the tax implications of transactions, financings, litigations, restructurings, contracts and other matters. He is chair of the firm’s Tax Department. He advises clients in connection with mergers and acquisitions, net operating loss carryovers and consolidated returns, and counsels entities as to the tax consequences and considerations of loan workouts, both in and out of bankruptcy. He works extensively in structuring real estate investments, focusing on partnerships and limited liability companies, particularly as they are employed in connection with cross-border investments. His experience encompasses large-scale commercial and residential deals, REITs and REMICs, tax-free exchanges and transfer taxes.

Christopher Dearie, Partner
MJ Hudson, London

Mr. Dearie's practice focuses on financial services law and regulation. He advises asset managers, banks and domestic and international investment funds on a broad range of financial services regulatory issues. He has extensive experience in regulatory matters relating to the structuring, formation and marketing of onshore and offshore collective investment and joint venture vehicles. He has also advised on the regulatory aspects of numerous transactions, including in relation to the FCA’s change in control regime, the Senior Managers and Approved Persons regimes and on regulatory capital considerations. As a former funds lawyer, he has a particular interest in the establishment and regulation of investment funds and asset management and advisory businesses and has advised on the application of domestic and European law and regulation.


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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

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Banking & Finance Law Advisory Board

Irving C. Apar


Thompson Hine

Mark N. Berman

Adjunct Professor

Northeastern University

Willa Cohen Bruckner


Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic


White & Case

Laura D. Richman


Mayer Brown

Robert M. Stern


Orrick Herrington & Sutcliffe

Andrew Stutzman


Stradley Ronon Stevens & Young

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