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.
Y. KawataOVERVIEW OF REGULATORY ISSUES APPLICABLE TO PRIVATE EQUITY FUNDS
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.
MERGERS & ACQUISITIONS
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
Day Two: 9:00 a.m. - 12:30 p.m.
9:00 Keynote Address
Current SEC Priorities Regarding Private Equity Fund Managers
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
Daniel S. Kahl
~ Assistant Director, Office of Investment Advisor Regulation, Division of Investment Management, US Securities and Exchange Commission
~ Vice President, Associate General Counsel, Merchant Banking Division, Goldman Sachs & Co
Ross A. Oliver
~ Senior Counsel & Chief Compliance Officer, Crestview Partners
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 www.warwickhotelny.com
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: firstname.lastname@example.orgSheraton 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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