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Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications fo...
Distributions, Clawbacks, and Allocations; Carried Interest Sharing; Drafting to Address T...
October 5, 2021 CLE Live Webinar

This CLE course will analyze various methods of structuring waterfall provisions in private equity funds and carried interest distributions to fund managers and their personnel and related clawback and allocation provisions. The program will also examine the tax implications of such provisions. Read More

Alternative Private Equity Structures: Continuation Funds, GP-Led Secondaries, and Permane...
Structuring and Negotiating Alternative Private Equity Structures for Investment Managers...
October 12, 2021 CLE Live Webinar

This CLE course will analyze the current state of the investment market that has given rise to alternative private equity structures focused on liquidity, such as continuation funds, GP-led secondaries, and permanent capital vehicles. The panel will review the mechanics and the pros and cons of thes... Read More

Corporate Venture Capital: Structuring Concerns for Investors and Startups
Objectives of CVC vs. Pure Venture Capital, Term Sheets, Key Provisions of Investment and...
October 26, 2021 CLE Live Webinar

This CLE course will provide commercial finance and private equity counsel with a review of corporate venture capital (CVC) investments in startups. The panel will discuss the differing objectives of corporate vs. pure venture capital investors and how those objectives are reflected in deal points l... Read More

Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues, and Negotia...
Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, C...
November 4, 2021 CLE Webinar

This CLE course will discuss the crucial structural considerations and legal complexities of forming, launching, and operating a private real estate fund. The program will review how recent regulatory developments impact fund managers and investors regarding fees and expenses, co-investments, and co... Read More

Private Fund Side Letters: Negotiating and Drafting Key Terms, Financing and Other Concern...
November 16, 2021 CLE Live Webinar

This CLE course will discuss the documentation of side letters between private fund managers and investment partners who need or demand terms that may vary from the underlying partnership agreement. The panel will examine most favored nation (MFN) clauses, transfer rights, excusal rights, special re... Read More

Structured Preferred Equity: Documentation, Protective Covenants, Tax Treatment, Use in De...
September 22, 2021 CLE CLE On-Demand, Download

This CLE course will examine the structuring and documentation of preferred equity investments in private companies. The panel will discuss protective covenants and the distinctions between preferred equity and debt, terms issuers and investors should consider to ensure equity treatment, and preferr... Read More

Preparing a Venture Capital Term Sheet: Key Terms for Investors and Companies Seeking Inve...
Valuation, Capital Structure, Board Composition, Protective Covenants, Exit Terms
September 15, 2021 CLE CLE On-Demand, Download

This CLE course will provide important guidance on the preparation and negotiation of venture capital term sheets. The panel will discuss terms that impact price and valuation, liquidation preferences, board composition, drag-along and participation rights, protective covenants, and more. Read More

Private Fund Securities Law Exemptions: Accredited Investors, Qualified Purchasers, Subscr...
September 1, 2021 CLE CLE On-Demand, Download

This CLE course will discuss the exemption provisions of the Investment Adviser Act, Securities Act, Exchange Act, and Investment Company Act that are relevant to private equity, venture capital, and hedge funds. The program will provide an in-depth analysis of each of the exemption requirements, as... Read More

Equity Investments in Pass-Through Entities: Investment Structures, Tax Ramifications
August 18, 2021 CLE CLE On-Demand, Download

This CLE course will discuss the principle tax ramifications of equity investments in limited liability companies (LLCs) and limited partnerships (LPs) by private equity, venture capital, and angel investment funds. Read More

Venture Capital and Private Equity Opinions of Counsel
Scope, Assumptions and Qualifications, Due Diligence, Opining on Delaware Matters
August 11, 2021 CLE CLE On-Demand, Download

This CLE course will discuss the preparation of opinion letters and the opinions typically provided by counsel in venture capital and private equity transactions. The panel will review the common elements of an opinion letter, including assumptions and qualifications, and outline common practices re... Read More

Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues, and Negotia...
Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, C...
August 3, 2021 CLE CLE On-Demand, Download

This CLE course will discuss the crucial structural considerations and legal complexities of forming, launching, and operating a private real estate fund. The program will review how recent regulatory developments impact fund managers and investors regarding fees and expenses, co-investments, and co... Read More

Private Equity Carried Interest Clawbacks: Fund Agreement Mechanisms and Tax Consideration...
June 15, 2021 CLE CLE On-Demand, Download

This CLE course will discuss clawbacks of carried interest paid to private equity fund managers, focusing on the various clawback mechanisms, structuring fund economic provisions and clawback provisions, and the tax ramifications of clawbacks of carried interest. Read More

Private Equity Fund Terms: Emerging Trends and Recent Developments
June 10, 2021 CLE CLE On-Demand, Download

This CLE course will examine current trends and hot issues in private equity fund terms and best practices for structuring and negotiating fund document terms for private equity sponsors and limited partner (LP) investors. The panel discussion will include an analysis of how issues are addressed in... Read More

Corporate Sponsorship of Investment Funds: Structuring an Integrated Fund, Control and Gov...
May 18, 2021 CLE CLE On-Demand, Download

This CLE course will discuss the structuring of investment funds when sponsored by a corporate enterprise with a core business separate from fund investment. The panel will discuss the strategic advantages of corporate sponsorship, terms that may vary in fund agreements with a corporate sponsor, and... Read More

Structuring Private Equity for GILTI and Subpart F: Minimizing Tax for CFCs Under Section...
April 29, 2021 CLE CLE On-Demand, Download

This CLE course will examine the Subpart F and global intangible low-taxed income (GILTI) rules regarding taxation of controlled foreign corporation (CFC) income and how those rules impact the structuring of private equity investments and funds. The panel will also discuss new regulations that offer... Read More

Structuring Down-Round Financing: Anti-Dilution Protections, Employee Considerations, Miti...
April 20, 2021 CLE CLE On-Demand, Download

This CLE course will analyze down-round financings from the vantage point of the company and its investors. The panel will discuss the implications of a down round for employees and existing stockholders, board fiduciary and process issues, and technical and structuring considerations. Read More

Blocker Corporation Structures in Private Equity Funds: Tax and Other Considerations for F...
Avoiding UBTI and ECI; Entry and Exit Strategies
April 13, 2021 CLE CLE On-Demand, Download

This CLE course will provide fund counsel with the tools for structuring investments by private equity and venture capital funds (PEVC funds) in a manner that seeks to address the various tax sensitivities of PEVC fund investors. Read More

Private Equity Compliance Update: Conflicts of Interest, Fees and Expenses, Nonpublic Info...
Current SEC Focus and What to Expect From the Incoming Administration
February 25, 2021 CLE CLE On-Demand, Download

This CLE course will discuss current compliance issues highlighted by the SEC after examining private fund advisers in 2020 as well as the SEC's recently adopted Marketing Rule. The panel discussion will include conflicts of interest in fund activities and investments, fees and expenses disclosures,... Read More

Carried Interest Rules for Investment Funds: New Final Regs, Planning Opportunities, and P...
February 9, 2021 CLE CLE On-Demand, Download

This CLE course will examine the three-year holding period requirement for carried interests under IRC 1061 and discuss structuring techniques that can preserve long term capital gains treatment for private equity and hedge fund managers, notwithstanding the new tax reform rules. The panel discussio... Read More

Private Equity Fund Formation: Choice of Entity, Fundraising Trends, SEC Regulatory Issues...
January 26, 2021 CLE CLE On-Demand, Download

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. Read More

Impact of FIRRMA on Private Equity Funds: Expanded CFIUS Review of Foreign Investments, Fi...
Structuring Investments to Minimize CFIUS Risk
January 12, 2021 CLE CLE On-Demand, Download

This CLE course will examine the impact of the Foreign Investment Risk Review Modernization Act (FIRRMA) on private investment funds. The panel will discuss the regulatory hurdles and filing requirements associated with CFIUS review, and how best to structure foreign investments in private equity an... Read More

Structuring Private Equity Co-Investments and Club Deals: Risks and Opportunities for Spon...
Choosing the Right Investment Structure, Key Deal Terms, Tax and Regulatory Ramifications
January 5, 2021 CLE CLE On-Demand, Download

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. Read More

Structuring Venture Capital Financing: Amended NVCA Model Agreements and Special Issues Fa...
December 9, 2020 CLE CLE On-Demand, Download

This CLE course will discuss structuring, negotiating, and documenting venture capital investments from term sheet to closing. The panel will also discuss recent changes to the National Venture Capital Association (NVCA) Agreements and the extent to which model provisions may deviate from what is co... Read More

Reg A and Reg D: Evolving Securities Exemptions for Private Offerings, New Accredited Inve...
Navigating Regulation A+, the FAST ACT, Rule 506 (c): Recent SEC Guidance
December 2, 2020 CLE CLE On-Demand, Download

This CLE course will provide private equity and securities counsel with an update on the current status of Reg A and Reg D, the JOBS Act, the FAST Act, and accompanying SEC rules, including the most recent amendments to the definition of "accredited investor" and offering limits. Read More

Fees and Expenses Provisions in Investment Fund Agreements
Disclosure and Reporting Obligations, Investor and Sponsor Concerns
November 19, 2020 CLE CLE On-Demand, Download

This CLE course will provide private equity counsel with guidance on drafting and negotiating fees and expenses provisions in investment fund agreements. The panel discussion will include current trends in deal terms as revealed in the 2020 Fees and Expenses Benchmarking Survey (the Survey). The Sur... Read More

Structuring the Purchase and Sale of Partnership/LLC Interests in Private Equity Funds
LOIs, Due Diligence, Drafting the PSA, Negotiating Transfer Agreements, and Determining th...
October 7, 2020 CLE CLE On-Demand, Download

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 t... Read More

Structuring and Operating Direct Lending Funds: Open-End vs. Closed-End Structures
Recurring Regulatory, Valuation, and ERISA Considerations; Structures to Confront Pervasiv...
October 1, 2020 CLE CLE On-Demand, Download

This CLE course will examine issues associated with the formation and operation of direct lending funds, including those organized to lend to small and medium-sized businesses, certain real estate developers, and other real estate market participants. Read More

Structuring Convertible Debt: Key Triggers, Valuation Terms
Due Diligence, Determining Priority vs. Other Creditors and Equity Holders
August 26, 2020 CLE CLE On-Demand, Download

This CLE course will provide corporate finance counsel with guidance on structuring convertible notes for seed-stage financing. The panel will discuss upfront due diligence, term sheet negotiation, and critical terms, including the discount rate, valuation cap, and triggers for the conversion from d... Read More

Liquidity Options for Private Equity Funds in the Current Market
Preferred Equity Lines, Continuation Funds, Top-Up Funds, Expansion of Existing Credit Fac...
June 18, 2020 CLE CLE On-Demand, Download

This CLE course will analyze different options for providing liquidity to private equity funds that are facing a shortage of capital in the current market environment. The panel will review the mechanics and the pros and cons of these alternative structures. Read More

Private Fund Management During the Pandemic: Investment, Distribution, Governance, and Fun...
Interacting With Investors, Lenders, and Regulators in the Current Environment
June 4, 2020 CLE CLE On-Demand, Download

This CLE course will examine the critical issues that private fund managers should consider in managing funds and fund investments during the COVID-19 epidemic. The panel will discuss actions which managers should take now with regard to their investors, lenders, and regulators. Read More

Private Equity Pledge Funds: Structuring, Terms and Conditions, Operations, Complying With...
March 5, 2020 CLE CLE On-Demand, Download

This CLE course will discuss features of pledge funds and the pros and cons of these industry funds compared to blind pool funds or the separately managed account model. The program will also address where the pledge fund fits in the current regulatory landscape. Read More

Advising Family Office Clients on Recurring Legal, Tax and Business Issues
Navigating Investment Adviser Act, Employment, Executive Compensation, Tax and ERISA Issue...
February 20, 2020 CLE CLE On-Demand, Download

This CLE course will discuss legal issues attendant with advising family offices established typically by high net worth individuals and families. The program will discuss the Investment Adviser Act as well as employment and executive compensation, and U.S. and foreign income tax issues. Read More

Investment Funds and Opportunity Zones – the Ins and Outs of OZs
Maximizing Tax Benefits and Preserving Flexibility
February 13, 2020 CLE CLE On-Demand, Download

This CLE course will examine the tax and operational issues counsel must consider when structuring a qualified opportunity fund (QOF) for investment in a qualified opportunity zone (QOZ). The panel discussion will include the tax ramifications of capital structure, advantages of using a portfolio co... Read More

Structuring Secondary Sales of Private Company Stock
Buyback vs. Third-Party Purchase, Tax and Securities Considerations, Company Controls
January 22, 2020 CLE CLE On-Demand, Download

This CLE course will examine legal, procedural, and regulatory issues associated with executing secondary sales. The panel discussion will include buyback vs. third-party purchases, securities compliance, pricing and tax considerations, and rights of first refusal and other provisions that can be in... Read More

Deadlock-Breaking Mechanisms in LLCs: Avoiding Litigation and Dissolution When Members and...
Drafting Buy-Sell Provisions, External or Internal Tie-Breakers, Put or Call Options, Prov...
January 16, 2020 CLE CLE On-Demand, Download

This CLE course will provide corporate counsel with a framework for adopting deadlock-breaking mechanisms in limited liability company (LLC) operating agreements, and potential state law consequences when no such arrangements are in place. The panel will also discuss arbitration and mediation provis... Read More

Private Equity Fund Formation: Choice of Entity, Fundraising Trends, SEC Regulatory Issues...
January 9, 2020 CLE CLE On-Demand, Download

This CLE course will examine the critical steps in formation and operation of a private equity fund, and identify the most significant trends in private equity fund formation from a capital raising, SEC regulatory, and tax standpoint. Read More

The End of LIBOR: Advising Investment Managers on the Transition
Asset Management Authority and Obligations, Legacy Contract Amendments, Disclosures on New...
December 18, 2019 CLE CLE On-Demand, Download

This CLE course will analyze the legal and economic risks for investment managers and other market participants in the coming transition away from LIBOR and the steps they should take now to mitigate those risks. The panel will discuss recent SEC guidance on how to manage the transition in existing... Read More

Private Investment Funds and Tax Reform
Carried Interest, QBI and Interest Deductions, Sale of Partnership Interests, Computation...
October 2, 2019 CLE, CPE CLE On-Demand, Download

This CLE/CPE course will provide private equity counsel with a working knowledge of the critical provisions of tax reform for the private investment fund industry. Read More

Third-Party Entity Opinions in Private Equity and Finance Transactions
Current Guidance under TriBar Opinion Committee Reports on Limited Partnerships and LLCs
June 12, 2019 CLE CLE On-Demand, Download

This CLE course will provide an analysis of third-party opinions concerning entity matters in private equity and commercial finance transactions. The panel will base its discussion on the recently published report by the TriBar Opinion Committee on opinions on limited partnerships (LPs) as well as t... Read More

Structuring Joint Bidding Agreements for Private Equity Funds in M&A: Key Considerations
Confidentiality, Engagement of Advisors, Due Diligence, Cost Sharing, Communications Proto...
April 3, 2019 CLE CLE On-Demand, Download

This CLE course will examine legal and tactical issues which should be considered by private equity and alternative investment funds when they elect to participate jointly in bidding for a target company or asset. The panel's discussion will include key considerations that should be addressed in a j... Read More

Positioning Investment Funds for Future Financing: Key Operating Agreement Provisions
Borrowing Authority, Ability to Make Capital Calls, Third-Party Beneficiary and Other Prov...
March 13, 2019 CLE CLE On-Demand, Download

This CLE course will examine provisions that should be included in investment fund LLC or limited partnership agreements to facilitate future financing. The panel will discuss what commercial lenders require in connection with capital call and other credit facilities, and how to structure entities t... Read More

New IRS Partnership Audit Rules for Private Equity and Hedge Funds
Partnership Level Tax, Push-Out Elections, Partnership Representative Provisions and More
January 10, 2019 CLE CLE On-Demand, Download

This CLE course will examine the new IRS partnership audit rules and their impact on private equity and investment funds. The panel will discuss the changes that should be made now in partnership and LLC agreements in contemplation of the new rules, the elections available to smaller partnerships to... Read More

Structuring Investment Funds for Qualified Opportunity Zones: Maximizing Tax Benefits and...
December 19, 2018 CLE, CPE, EA CLE On-Demand, Download

This CLE/CPE course will examine the tax and operational issues counsel must consider when structuring a "qualified opportunity fund" for investment in a qualified opportunity zone. The panel discussion will include the tax ramifications of capital structure, advantages of using a portfolio company... Read More

Structuring and Investing in Tax Receivable Agreements
Key Provisions for IPO and M&A Transactions, Impact of Tax Reform, Due Diligence Concerns
October 30, 2018 CLE, CPE CLE On-Demand, Download

This CLE/CPE course will discuss the key features of tax receivable agreements (TRAs) in various contexts, the impact of tax reform on the structuring of TRAs, and due diligence and other issues for hedge funds and other investors considering purchasing TRAs. Read More

Private Equity Fund Restructurings: Due Diligence, Sponsor Fiduciary Concerns, Key Deal Po...
August 29, 2018 CLE CLE On-Demand, Download

This CLE course will examine various issues sponsors must consider in restructuring an investment fund. The panel discussion will include the threshold due diligence to conduct, the fiduciary duty the sponsor owes existing investors, and the deal points to resolve with incoming investors. Read More

Compliance With New EU GDPR: Steps Investment Funds, Banks, Advisers and Financial Interme...
Revising Service Agreements and Internal Controls; Enhanced Disclosures, Higher Penalties
April 25, 2018 CLE CLE On-Demand, Download

This CLE course will discuss the first crucial steps for fund managers, investment advisers, broker-dealers and other participants in the investment fund industry to comply with Europe's new data protection regulation. The panel will examine contractual revisions and internal governance measures tha... Read More

Third-Party Preferred Equity as a Financing Device: Structuring "Debt-Like" Equity
Drafting Protective Covenants and Remedies Provisions; Redemption and Tax Issues
November 7, 2017 CLE CLE On-Demand, Download

This CLE course will discuss structuring preferred equity investments (PEIs) from the perspectives of the sponsor and investor. The panel will review how PEIs compare with debt and other equity investments and discuss key protective covenants and tax considerations in structuring PEIs. Read More

Private Equity Management Fees and Expenses: Avoiding Investor Claims and SEC Enforcement...
Lessons From Recent Claims and Penalties; Procedures and Disclosures to Improve Investor C...
August 22, 2017 CLE CLE On-Demand, Download

This CLE course will instruct counsel for private equity (PE) fund managers on the disclosure issues and conflicts of interest associated with fund fees and expense allocations. The panel will discuss recent SEC actions, and best practices in administration and reporting that will pass muster with i... Read More

Secondary Credit Facilities for Private Equity and Hedge Funds: Financing LP Interests for...
Negotiating Eligible Investments, Advance Rates, Borrower Base and Financial Covenants; Al...
August 8, 2017 CLE CLE On-Demand, Download

This CLE course will enable finance counsel to structure secondary credit facilities secured by limited partnership (LP) interests and related assets in private equity and hedge funds. The panel will discuss alternative deal structures, the deal terms related to each, and pitfalls to avoid. Read More

Creatively Completing the Capital Stack: Real Estate GP Private Equity Funds
Structuring Key Deal Terms Regarding Distribution, Sharing of Promote and Fee Income, Capi...
July 20, 2017 CLE CLE On-Demand, Download

This CLE course will discuss the rise of real estate general partner (GP) private equity funds and key legal issues implicated by them. The program will analyze key deal terms of GP funds and provide insights and perspectives into opportunities and risks for both sponsors and investors. Read More

Structuring Private Equity Funds for Investment in Renewable Energy Projects: A New Financ...
June 14, 2017 CLE CLE On-Demand, Download

This CLE course will provide finance and energy counsel with the tools to structure a private equity fund dedicated to investment in renewable energy projects. The panel will discuss the advantages of the private equity model, and the ways in which energy private equity (EPE) funds are similar too a... Read More

Private Equity Fund Restructuring: Negotiating Terms, Avoiding Conflicts of Interest and A...
Navigating Sponsor Fiduciary Duties, Options for Existing Investors, and Regulatory Requir...
August 10, 2016 CLE CLE On-Demand, Download

This CLE course will discuss the rising trend of restructuring end-of-fund-term and other nonviable private equity funds, developing market practice for fund restructurings, and best practices to negotiate restructuring terms, minimize conflicts of interest and avoid regulatory scrutiny. Read More

Alternative Private Equity Funds: Pledge Funds, Managed Accounts, Deal-by-Deal Co-Investme...
Structuring and Negotiating Alternative Funds for Investment Managers and Investors
March 29, 2016 CLE CLE On-Demand, Download

This CLE course will analyze the current state of the investment market that has given rise to alternative funds such as industry pledge funds, managed accounts, deal-by-deal structures, and other combo funds blending features of blind-pool/committed and pledge funds. The panel will review the pros... Read More

IPOs for Private Equity-Sponsored Companies Post-JOBS Act: Overcoming the Legal Complexiti...
Navigating Stockholder Arrangements, Financial Reporting and Disclosures, Corporate Govern...
March 12, 2015 CLE CLE On-Demand, Download

This CLE program will discuss market trends for IPOs of private equity-sponsored companies, the impact of the JOBS Act, and legal issues involved in preparing for an IPO, including stockholder arrangements, SEC and SOX financial reporting, and disclosures and corporate governance and control issues. Read More

Private Fund Managers: Navigating Recent SEC Guidance on Custody Rule, Qualified Client St...
September 9, 2014 CLE CLE On-Demand, Download

This CLE course will provide commercial finance and private equity counsel with a review of recent legal developments impacting managers of private equity funds and other private investment vehicles. The panel will discuss guidance by the SEC's Division of Investment Management and SEC enforcement a... Read More

Structuring Capital Call or Subscription Loan Facilities for Investment Funds: Strategies...
Understanding Current Trends and Terms, Drafting Loan Provisions, and Conducting Due Dilig...
July 10, 2014 CLE CLE On-Demand, Download

This CLE course will provide finance counsel for lenders and funds with a briefing on current trends and terms of subscription loan or capital call commitment facilities for investment funds. The panel will outline approaches for structuring the loan facility, examining the underlying fund structure... Read More

Business Development Companies: A Re-Emerging Alternative Capital Source
Leveraging BDCs to Finance Business Ventures
July 18, 2013 CLE CLE On-Demand, Download

This CLE course will provide commercial finance counsel with a review of business development companies (BDCs), which are emerging as a capital-raising alternative. The panel will offer strategies for taking advantage of opportunities while minimizing legal risks for finance counsel to investors and... Read More