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

or call 1-800-926-7926
Program Materials

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


Morris, Richard
Richard M. Morris

Herrick, Feinstein

Mr. Morris' practice covers a range of commercial and regulatory matters. He has more than 25 years of...  |  Read More

Tuchman, Louis
Louis Tuchman

Herrick, Feinstein

Mr. Tuchman counsels clients by addressing the tax implications of transactions, financings, litigations,...  |  Read More

Christopher Dearie
Christopher Dearie

MJ Hudson

Mr. Dearie's practice focuses on financial services law and regulation. He advises asset managers, banks and...  |  Read More

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