Structuring Private Equity Co-Investments and Club Deals: Risks and Opportunities for Sponsors and Investors

Choosing the Right Investment Structure, Key Deal Terms, Tax and Regulatory Ramifications

Note: CPE credit is not offered on this program

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

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Conducted on Tuesday, January 5, 2021

Recorded event now available

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Course Materials

This CLE program will review legal developments in co-investments for private equity, investment structures, key deal terms, and tax considerations. The panel will provide insights and perspectives into opportunities and risks for both sponsors and investors.


Co-investment and club structures provide opportunities to address both private equity sponsor and LP goals. From the sponsor perspective, a co-investment or club structure can serve to fill a capital need--whether a growth need, acquisition financing, or a rescue need. For smaller sponsors, a co-investment or club structure can create a business opportunity for a sponsor unable to raise sufficient permanent capital.

From an LP or investor standpoint, co-investment opportunities offer the ability to gain additional access to desired investments or opportunities to sit higher in the capital stock of a portfolio company or asset. With interest rates low and investors seeking places to invest capital, co-investments continue to provide an exciting opportunity for transactions.

The terms of co-investment and club arrangements are typically negotiated on a case-by-case basis depending on factors such as the type and identity of the investor, asset type or portfolio company business, the intended use of the capital, and critical tax considerations. Key terms include, among others, fees, expenses, anti-dilution, most favored nation, and affiliate transaction provisions.

Importantly, the co-investment opportunity or club deal must be designed to address a variety of essential regulatory and tax considerations that are often overlooked, especially broker-dealer and investment adviser regulation, and the individual circumstances of the investors.

Listen as our authoritative panel of practitioners analyzes opportunities and risks of co-investments and club deals in private equity for both sponsors and investors, how to choose the right investment structure, negotiating key deal terms, and navigating the tax and regulatory ramifications of the deals for the investor and the sponsor.



  1. Co-investment structures
  2. Deal documents and key deal terms
  3. Current trends in private equity co-investments
  4. Regulatory hurdles: broker-dealer, investment company, investment adviser, and state blue sky regulations
  5. Tax considerations for sponsors and investors


The panel will review these and other key issues:

  • What are current developments that impact co-investments and club deal structures and how have the terms of these arrangements evolved?
  • What deal structures are typically used for co-investments?
  • What regulatory problems most often derail co-investment and club transactions?


Farhadieh, Arash
Arash Farhadieh

Willkie Farr & Gallagher

Mr. Farhadieh is a partner in the Asset Management Group. He has extensive experience in advising private fund managers...  |  Read More

Friedrich, Laura
Laura Friedrich

Willkie Farr & Gallagher

Ms. Friedrich is a partner in the Asset Management Group. She has extensive experience in the fund formation area,...  |  Read More

Knapke, John
John M. Knapke

Willkie Farr & Gallagher

Mr. Knapke is a partner in the Asset Management Department. His practice focuses on private investment funds. In the...  |  Read More

Proctor, Mark
Mark Proctor

Willkie Farr & Gallagher

Mr. Proctor is a partner in the Asset Management Group. He advises private fund managers on structuring, establishing,...  |  Read More

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