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Structuring the Purchase and Sale of Partnership/LLC Interests in Private Equity Funds

LOIs, Due Diligence, Drafting the PSA, Negotiating Transfer Agreements, and Determining the Tax Ramifications of a Transfer

Note: CPE credit is not offered on this program

Recording of a 90-minute premium CLE 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 Wednesday, October 7, 2020

Recorded event now available

or call 1-800-926-7926

This CLE course will guide counsel on how to structure and document the secondary purchase and sale of a partnership or LLC interest in an investment fund. The panel will discuss letters of intent, due diligence of fund interests, legal issues in a purchase and sale agreement, legal issues in fund transfer agreements, and related tax issues.


The private equity secondary marketplace has grown significantly in the past few years. Secondary transactions offer potential liquidity to holders of fund interests and provide an investment opportunity for secondary funds and large institutional buyers.

The secondary process is complicated but listen as our panel discusses the lifecycle of a purchase and sale transaction. This program will include an overview of letters of intent, tips on area of diligence of underlying fund documents, negotiation and key terms of purchase and sale agreements between buyers and sellers (including recent changes in the marketplace as a result of COVID-19 and changing fund valuations), negotiation of and key issues in transfer agreements between buyer, seller and fund sponsor, and the tax considerations for all parts of the foregoing lifecycle.



  1. Secondary market for private equity investments: seller and buyer incentives
  2. Letters of intent: key issues and considerations
  3. Fund documentation due diligence
    1. Subscription agreement
    2. Fund governing documents and investor elections
    3. Side letter (if any)
  4. Purchase and sale agreement
    1. Purchase price adjustments
    2. Excluded obligations
    3. Material adverse change/delayed payments
    4. Transfer costs
    5. Representations and warranties
    6. Indemnification
  5. Fund transfer agreements
    1. Key considerations
    2. Indemnification
  6. Tax issues of the foregoing


The panel will review these and other critical issues:

  • What typically is included in a letter of intent between buyer and seller?
  • Which provisions in the fund partnership agreement should be of particular concern to a secondary purchaser?
  • How should seller's and purchaser's counsel address the tax ramifications of the transfer of a fund interest?
  • Can the purchaser change the tax elections initially made by the seller?
  • What are the issues to address in the purchase and sale agreement?


Witold (Witek) Jurewicz

DLA Piper LLP (US)

Mr. Jurewicz concentrates his practice on domestic and international taxation. He provides a full complement of tax...  |  Read More

Tope, Adam
Adam S. Tope

DLA Piper LLP (US)

Mr. Tope provides investment fund sponsors, investors and principals with creative, commercial and realistic advice...  |  Read More

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