Private Equity Structuring: The Basics

Friday, September 18, 2015 | 9 am – 12:30 pm

• Description
• Faculty
• Agenda
• CLE Credit
• Webcast
• Product
• Sponsors

• This program will serve as an instructional guide to key aspects of corporate, securities, M&A, real estate and tax matters for private equity structures, particularly with new SEC, CFTC and other regulations that require more lawyer involvement.  An expert faculty will cover the basics of private equity fund formation, structuring and deal making at both the fund level and with funds’ portfolio companies, along with crowd funding and the new general solicitation and private placement regulations, including Bank Secrecy Act/Anti-Money Laundering (“BAS/AML”). The ethics segment will relate primarily to specific private equity situations, including the new public and private offering regulations and the new regulatory requirements.

  Who Should Attend: Lawyers, private equity professionals, compliance professionals and investors who want to advise clients on how to set up private equity funds, fund regulatory issues, maximize value for funds in connection with their own IPOs or M&A matters, as well as  IPOs and M&A at the portfolio company level.

  Live Program:
  $239 Member/$339 Nonmember

  In-house Counsel:
  $189 Member/$289 Nonmember

  Register Online

• Program Co-Chairs:

  N. Adele Hogan
  Watson Farley & Williams, LLP

  Scott W. Naidech
  Chadbourne & Parke LLP

  Faculty:

  Kirill Azovtsev
  Vice President
  Jones Lang LaSalle

  Dennis J. Block
  Greenberg Traurig, LLP

  Peter J. Halasz
  Schulte Roth & Zabel, LLP

  Brian S. Korn
  Manatt, Phelps & Phillips, LLP

  Beth R. Kramer
  Chadbourne & Parke LLP

  Leor Landa
  Davis Polk & Wardwell LLP

  Adrian R. Leipsic
  Cleary Gottleib Steen & Hamilton LLP

  Steve Lueker
  Managing Director
  NewOak Capital

  Risë B. Norman
  Simpson Thacher & Bartlett LLP

  Adam K. Weinstein
  Akin Gump Strauss Hauer & Feld LLP

  Register Online

• 9:00 am – 10:00 am	The Basics of Private Equity Structuring How to set up a private equity fund for clients Where to form it How it should be structured Basic private equity fund documents Check list How the documents work Basic economic structure of private equity funds “Carry,” “liquidity events,” “fees,” “capital calls,” “commitment periods,” etc. Marketing process and considerations Selected securities law issues, including the JOBS Act and general solicitation Other selected developments and regulatory considerations, including regulatory filings, Investment Advisers Act compliance and SEC audits The business side of setting up a fund – commercial leases   Kirill Azovtsev, Leor Landa, Adrian Leipsic
  10:00 am – 10:45 am	Recent Developments in Fund Structuring Terms Typical private equity terms Different asset classes and investment strategies of PE funds, including real estate, debt, industries, energy and infrastructure Private vs. public funds Fund governance and Institutional Limited Partners Association (ILPA) preferred terms Update on typical portfolio operations groups and other consulting arrangements Allocation issues related to investment opportunities, fees and expenses Pay to play, insider trading, political contributions and placement agent issues Global investor considerations Selected tax considerations Peter Halsz, Steve Leuker, Scott W. Naidech
  10:45 am – 11:00 am	Break
  11:00 am – 12:00 pm	Crossroads Between Compliance, Best Practices and Ethics;Deals and Claims – The Ethical Implications New SEC liquidity events and selected ethical considerations that may arise. Allocation of fees and expenses among funds, among general partners vs. limited partners, carve outs for executives, etc. Broken deal issues Other SEC developments Compliance and regulatory issues Ways to set up and maintain compliance standards and policies Ethical obligations of lawyer to advise clients Internal investigations and Upjohn warnings Foreign Corrupt Practices Act “End User Exception” for Swaps -fixed to floating, currencies, and commodities Staple Financings Ethical obligations where two regulators, such as the SEC and CFTC, may have jurisdiction, etc. SEC and CFTC in derivatives SEC and DOJ on investigations Minimizing conflicts of interest, maintaining watch lists and maintaining high ethical standards. Adele Hogan, Brian Korn, Beth Kramer
  12:00 pm – 12:30 pm	M&A and Liquidity Events for Private Equity Firms and their Portfolio Companies                               Differences in deal terms with financial vs. strategic buyers and sellers Due diligence Liquidity events Initial public offerings (IPOs) M&A Other Controlling interests in investments Purchases through a Section 363 bankruptcy sale Converting debt to equity – credit bidding and recent US Supreme Court case Key M&A strategies and how they work, including: Deal protection terms Tender offers Going private transactions Registration rights “Drag along, tag along” rights Dennis Block, Risë Norman, Adam Weinstein

   

  Register Online

• NY: 3.5 total: 2.5 professional practice, 1.0 ethics
  NJ:  3.9 total: 2.7 general, 1.2 professional responsibility
  CA: 3.5 total: 2.5 general, 1.0 professional responsibility
  PA: 3.0 total: 2.0 general, 1.0 professional responsibility

   

  Register Online

• Can’t make it to the program in person? You can attend this program from your office or home. Register and view by clicking on the Casemaker logo below:

  

• 
  

  Save $$ on DVDs & CDs 
  *DVDs $199 Member, $299 Nonmember

  Small Law Firm: $99 Member/$199 Nonmember (The Small Law Firm discounted rate cannot be combined with other discounts.)

  *CDs $149 Member/$229 Nonmember

  Small Law Firm:$79 Member/$149 Nonmember (The Small Law Firm discounted rate cannot be combined with other discounts.)

  *Materials Only (no CLE credit):$99 Member/$129 Nonmember

  * New York residents will be charged the New York sales tax for all audio visual purchases.

• Sponsoring Association Committees:
  Banking, Mark Zingale, Chair
  Financial Reporting, TBA, Chair
  Mergers, Acquisitions & Corporate Control Contests, Alexandra D. Korry, Chair
  Private Investment Funds, Barry Barbash, Chair
  Securities Regulation, Mark Rossell, Chair

  Sponsorship Opportunities are Available! Please Contact:
  Ann Rappleye, Director, City Bar Center for CLE | (212) 382-6606 | ARappleye@nycbar.org or

  Register Online