Presenting a live 90-minute webinar with interactive Q&A Negotiating Private Equity Fund Terms: Structuring Agreement Provisions for Sponsors and Investors Structuring Termination Rights, Standard of Care, Carried Interest and Management Fees, Conflicts, and Co-Investment Terms WEDNESDAY, NOVEMBER 4, 2015 1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific Today’s faculty features: Steven Huttler, Partner, Moderator , Sadis & Goldberg , New York Alex Gelinas, Partner, Sadis & Goldberg , New York Yehuda M. Braunstein, Partner, Sadis & Goldberg , New York David H. Benz, Principal, Deloitte Tax , Los Angeles The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions emailed to registrants for additional information. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 10 .
Tips for Optimal Quality FOR LIVE EVENT ONLY Sound Quality If you are listening via your computer speakers, please note that the quality of your sound will vary depending on the speed and quality of your internet connection. If the sound quality is not satisfactory, you may listen via the phone: dial 1-888-450-9970 and enter your PIN when prompted. Otherwise, please send us a chat or e-mail sound@straffordpub.com immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again.
Continuing Education Credits FOR LIVE EVENT ONLY In order for us to process your continuing education credit, you must confirm your participation in this webinar by completing and submitting the Attendance Affirmation/Evaluation after the webinar. A link to the Attendance Affirmation/Evaluation will be in the thank you email that you will receive immediately following the program. For additional information about continuing education, call us at 1-800-926-7926 ext. 35.
Program Materials FOR LIVE EVENT ONLY If you have not printed the conference materials for this program, please complete the following steps: Click on the ^ symbol next to “Conference Materials” in the middle of the left - • hand column on your screen. • Click on the tab labeled “Handouts” that appears, and there you will see a PDF of the slides for today's program. • Double click on the PDF and a separate page will open. Print the slides by clicking on the printer icon. •
Negotiating Private Equity Fund Terms The Shifting Balance of Power November 4, 2015
6 Steven Huttler, Partner Sadis & Goldberg LLP Steven Huttler is a partner in the firm’s Financial Services and Corporate Groups. Mr. Huttler has extensive experience in corporate, finance, investment fund and securities matters, including the representation of U.S. and foreign investment funds, underwriters, and private clients in various registered public and private offerings of debt and equity securities totaling in excess of $10 billion. As part of his investment fund practice, Mr. Huttler has served as corporate counsel to many private investment funds and partnerships based in or domiciled in the United States and in international and offshore jurisdictions such as the Cayman Islands, Bermuda, the British Virgin Islands, Ireland, Luxembourg, Isle of Man, Jersey, Guernsey, Cyprus, Mauritius, United Kingdom, Austria, Russia, India and Gibraltar. Mr. Huttler's legal practice has exposed him to diverse fund clients with an exceptionally wide range of investment programs and structures, including large mutual funds and hedge fund complexes, private equity firms, real estate partnerships and funds, venture capital funds and funds focused on specialty finance assets. He has also counseled small start-up hedge funds and financial industry entrepreneurs. His practice has included structuring and establishing start-up funds and managed accounts, and structuring investment funds to benefit from U.S. double taxation treaties. He has advised management companies and fund managers on compensation structures, restructured and reorganized funds, structured, negotiated and documented fund trades, negotiated seed, joint venture and start up agreements, and advised on a range of sophisticated transactions. He has also represented financial services providers, such as brokerage firms (including proprietary trading broker-dealers), fund administration firms and third party marketing firms in structuring their operations, reorganizations to achieve tax benefits, advising on disputes with clients, and in the development of forms for their pension, investment, trading, administration and other services to investment funds, equity, debt and option traders and other clients.
7 Alex Gelinas, Partner Sadis & Goldberg LLP Alex Gelinas is a partner in the firm’s Tax Group. Mr. Gelinas focuses his practice on providing tax advice to investment managers of hedge funds, private equity funds and other investment funds on all aspects of their businesses, including management entity and fund formation, partnership taxation issues, compensation arrangements and ongoing investment activities and transactions. Mr. Gelinas also provides tax advice to U.S. pension funds, sovereign wealth funds and other U.S. and foreign institutional investors in connection with their investments in private equity funds, hedge funds and U.S. joint ventures. He also has extensive experience in providing tax planning advice to high- net-worth individuals and families.
8 Yehuda Braunstein, Partner Sadis & Goldberg LLP Yehuda M. Braunstein practices in the firm’s Financial Services and Corporate Groups. Mr. Braunstein’s practice focuses on investment funds, securities, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds (including real estate, distressed and lending funds), funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies. He also structures and negotiates seed investments and provides ongoing advice to investment advisers on securities law issues and regulatory matters.
9 David Benz, Principal Deloitte Tax LLP David Benz is a national Principal serving Deloitte’s Investment Management practice. David specializes in partnership taxation, with a concentration on the alternative investment sector. He has nearly two decades experience in taxation of partnerships, limited liability companies, Subchapter S corporations and related offerings. David also has extensive experience relating to mergers and acquisitions. David has spent much of his career advising hedge funds, private equity funds and real estate enterprises. He has represented venture capital, large leverage buy-out, distressed securities, and event driven funds as well as several publicly traded REITs. Prior to joining Deloitte, David was a principal with Rothstein Kass, serving as the head of the firm’s national partnership tax practice. Before that, David was managing director in the National Tax Office of one of the largest independent tax consulting firms, serving as the technical lead for partnerships. He has also served as a partner and chair of the tax department for a law firm concentrating in the representation of private equity funds and as a senior associate attorney with a Los Angeles-based law firm. David began his career as a tax consultant with Arthur Andersen, participating as a member of its pass-through entities and real estate teams. David was an adjunct professor at Loyola Marymount University’s School of Law as well as California State University – Northridge, where he taught federal taxation of partnerships. He is a frequent speaker at industry events.
10 Overview of Presentation I. No fault kick-out and termination rights II. Indemnities/General Partner standard of care III.Conflicts and transaction fees IV. Co-investments V. Carried interest and management fees VI. Tax and ERISA
11 No Fault Kick-out and Termination Rights a. No- fault removal rights; “no - fault” divorce provisions b. Percentage of Limited Partners (“LP”) voting to remove the General Partner (“GP”) i. Majority vs supermajority c. Rationale: for-cause removal (fraud, gross, negligence, willful misconduct, material breach of LPA, criminal misconduct) requires a finding by a court of competent jurisdiction and takes too long i. LP push for no final ruling d. Pressure to lower the LP vote required to implement the provision e. Versions of termination without cause i. No-fault dissolution right, ability to terminate the investment period ii. Appointment of a third-party liquidator
Recommend
More recommend
