Seminar  Seminar

Private Equity Forum (Fourteenth Annual)

Why you should attend

Since the financial crisis a few years ago, private equity firms have been dealing with its aftermath, including increased regulatory and legislative scrutiny of their activities and the activities of their funds as well as difficult environments in which to raise new funds and to get deals done. Many firms were required to register as investment advisers with the SEC and a number of newly registered firms are now undergoing their first SEC audits.

At this program, a distinguished panel of experts will discuss the basics of the private equity practice from fund formation to private equity M&A. Experts will guide you through an array of key topics, including a general overview of the legal issues that need to be considered in structuring a private equity fund, current regulatory and legislative issues, current issues in negotiating the terms of private equity funds and private equity M&A transactions, and how private equity firms are addressing compliance issues in the current regulatory environment.

What you will learn

This program is designed to provide an understanding of the business and legal issues related to private equity investment.

  • Registration under the Investment Advisers Act
  • New regulatory environment and implications for private equity funds
  • Negotiating with investors: Key issues
  • Current issues in private equity M&A
  • Ethical issues
  • Compliance programs for private equity firms that are registered investment advisers

Who should attend

The program is designed for securities and corporate attorneys in private practice, in-house counsel, private equity or venture capital investors, principal investment professionals, investment bankers, accountants and others involved in the fundraising and financing businesses.
Day One: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 1:00 p.m.

9:00 Introduction

Y. Kawata


9:15 General Overview of Private Equity Funds
  • Securities Act of 1933
  • Investment Company Act of 1940
  • Securities Exchange Act of 1934
S. Breslow, M. Masotti, J. O’Neil

10:30 Networking Break

10:45 Investment Advisers Act and CFTC Registration
  • What it means and how it affects U.S. private equity firms
  • What it means and how it affects non-U.S. private equity firms
  • Exemptions from registration
  • Disclosure requirements
  • Operational implications
H. Cruz, R. Oliver, D. Vaughan

12:00 Conflicts of Interest and Other Ethics Issues
  • Conflicts of interest
  • Issues arising among funds with the same adviser
  • Issues arising within the adviser
L. Friedrich, K. Harris

1:00 Lunch Break

Afternoon Session: 2:00 p.m. - 5:00 p.m.


2:00 Fundamentals of Private Equity Investing
  • Market overview
  • Basic architecture of private equity deals
    - Approaches to closing/financing risk
  • Other key contractual terms
  •  Trends in acquisition financing
D. Allinson, J. Amorosi, J. Kaufman, M. Lucas

3:15 Networking Break

3:30 Take-Private Transactions
  • Transaction process
  • Legal framework
    - Delaware law matters
    - Federal securities issues
    - Recent developments and hot-button issues
D. Allinson, J. Amorosi

5:00 Adjourn

Day Two: 9:00 a.m. - 12:30 p.m.

9:00 Keynote Address

Current SEC Priorities Regarding Private Equity Fund Managers

D. Kahl

9:45 Monitoring Compliance at Private Equity Firms: Issues for CCOs
  • Advisers Act compliance issues
  • Pay to play issues
  • Marketing materials and public website issues
  • Foreign Corrupt Practices Act
K. Berman, J. Cattier, A. Persaud

11:00 Networking Break

11:15 Raising a Private Equity Fund: Current Terms
  • Institutional Limited Partners Association: Private Equity Principles
  • Governance provisions: Key person and other terms
  • Economic provisions: Carried interest, clawbacks and management fees
B. Lieb, M. Wolitzer

12:30 Adjourn
Yukako Kawata ~ Davis Polk & Wardwell LLP
David S. Allinson ~ Latham & Watkins LLP
John D. Amorosi ~ Davis Polk & Wardwell LLP
Kenneth J. Berman ~ Debevoise & Plimpton LLP
Stephanie R. Breslow ~ Schulte Roth & Zabel LLP
Jennifer M. Cattier ~ Director and Senior Counsel, Deutsche Bank
Heather S. Cruz ~ Skadden, Arps, Slate, Meagher & Flom LLP
Laura S. Friedrich ~ Shearman & Sterling LLP
Kari K. Harris ~ U.S. General Counsel, Waypoint Capital Inc.
Daniel S. Kahl ~ Assistant Director, Office of Investment Advisor Regulation, Division of Investment Management, US Securities and Exchange Commission
Jonathan Kaufman ~ The Blackstone Group
Bruce L. Lieb ~ Proskauer Rose LLP
Mark Lucas ~ Vice President, Associate General Counsel, Merchant Banking Division, Goldman Sachs & Co
Marco V. Masotti ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Ross A. Oliver ~ Senior Counsel & Chief Compliance Officer, Crestview Partners
John R. O'Neil ~ Kirkland & Ellis LLP
Amanda N. Persaud ~ Wachtell Lipton Rosen & Katz
David A. Vaughan ~ Dechert LLP
Michael W. Wolitzer ~ Simpson Thacher & Bartlett LLP
Program Attorney(s)
Lauren E. Nochta ~ Program Attorney, Practising Law Institute
New York City Seminar Location

PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.

New York City Hotel Accommodations

The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is 0495741. You can also make reservations online to access Practising Law Institute rates.

The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to:

Sheraton New York Times Square Hotel, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book online.

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Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys.  All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.

Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.

Related Items

Live Seminars  Live Seminars

Private Equity Forum (Fifteenth Annual) (New York, NY) Jun. 30. - Jul. 1, 2014
Leveraged Financing 2014 (New York, NY) May. 7, 2014

On-Demand  On-Demand Programs

Leveraged Financing 2013 May. 22, 2013
Spin-offs 2013 Mar. 7, 2013

Handbook  Course Handbook Archive

Private Equity Forum (Fifteenth Annual)  
Leveraged Financing 2014  
Private Equity Forum (Fourteenth Annual) Yukako Kawata, Davis Polk & Wardwell LLP
Leveraged Financing 2013 David A. Brittenham, Debevoise & Plimpton LLP
Patrick J. Ryan, Simpson Thacher & Bartlett LLP
Item# 43158
Location:  New York, NY
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Seminar attendance includes course handbook and associated course materials. A downloadable course handbook will also be available several days prior to the program start for your review.