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Private Equity Funds: Formation and Operation

1st Edition
ISBN Number: 9781402411250
Number of Volumes: 1
Page Count: 740 pages
Detailed Table of Contents (.pdf)
Table of Authorities (.pdf)
Supplement Release Information (.pdf)

Overview

View Chapter 2 - Terms of Private Equity Funds

PLI’s new Private Equity Funds gives you the solid understanding of private equity funds that can help you make these vehicles grow, while providing full coverage of the laws and regulations governing them.

Private Equity Funds explains the features, advantages, and drawbacks of PIPEs, SPACs, mezzanine funds, credit opportunity funds, and distressed funds, as well as the efficiencies created when private equity funds and hedge funds converge. Private Equity Funds discusses the negotiation of terms between fund sponsors and investors, including fund size, the investment program, capital commitments and contributions, distributions, and related documentation.

Private Equity Funds helps you to choose the right organizational options for funds and their sponsors; structure and implement ownership and compensation arrangements that work best for each fund; hire and retain the best fund talent; and qualify for the Securities Act’s private placement exemption, the IAA’s exclusion from registration as an investment adviser, and other exemptive relief.

Updated at least once a year, Private Equity Funds: Formation and Operation is an indispensable guidebook for all attorneys and professionals involved in private equity funds, and useful and accessible reading for investors.


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Authors & Contributors

Author(s)

Stephanie Breslow, Schulte Roth & Zabel LLP
Phyllis Schwartz, Schulte Roth & Zabel LLP

Chapter Listing


 Introduction
 Introduction to Private Equity Funds
 Terms of Private Equity Funds
 Organizational Options for Funds and Their Sponsors
 Ownership and Compensation Arrangements for Fund Sponsors
 Employment Matters
 Fund Documentation
 Adopting a Compliance Program
 Securities Act of 1933
 Investment Company Act of 1940
 Investment Advisers Act of 1940
 Other Regulations Affecting Funds and Sponsors
 ERISA
 Anti-Money Laundering
 Seed Investors and Other Strategic Investors
 Ongoing Global Issues and Lessons Learned from the 2008 Credit Crisis
 Appendix A Limited Partnership Agreement
 Appendix B Investment Management Agreement
 Appendix C Guarantee
 Appendix D Corporate Law: Fund Counsel's Opinion Letter to Fund Limited Partners
 Appendix E Securities Law: Fund Counsel's Opinion Letter to Fund Limited Partners
 Appendix F Tax Law: Fund Counsel's Opinion Letter to Fund Limited Partners
 Appendix G Certificate of General Partner in Connection with Tax Law Opinion Letter from Fund's Counsel
 Appendix H Delaware Limited Liability Company, Certificate of Formation
 Appendix I Delaware Limited Partnership, Certificate of Limited Partnership
 Appendix J Side Letter Agreement
 Appendix K Transfer Agreement
 Appendix L Term Sheet
 Appendix M Sample Amendment Procedure
 Appendix N Subsequent Closings Language
 Appendix O Miscellaneous Covenants for Partners of (General Partner/Manager)
 Appendix P Excerpts from a Subscription Agreement
 Appendix Q Comparison of Hedge Fund and Private Equity Terms
 Appendix R Institutional Limited Partners Association--Private Equity Principles
 Table of Authorities
 Index to Private Equity Funds