Private Equity Structuring: The Basics

Friday, February 10, 2017 | 9 am – 12:30 pm

Program Co-Chairs:

N. Adele Hogan
Deutsche Bank


Scott W. Naidech
Chadbourne & Parke LLP

  • 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, Regulatory requirements, compliance issues and market trends will be covered. 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: $169 Member | $269 Nonmember

  • Dennis Block
    Greenberg Traurig LLP

    Peter Halasz
    Schulte Roth & Zabel

    Beth Kramer
    Chadbourne & Parke LLP

    Brian Korn
    Manatt Phelps & Phillips LLP

    Leor Landa
    Davis Polk & Wardwell LLP

    Adrian Leipsic
    Cleary Gottlieb Steen & Hamilton LLP

    Steve Lueker
    Managing Director
    NewOak Capital

    Rise Norman
    Simpson Thacher & Bartlett LLP

    Joseph A. Smith
    Schulte Roth & Zabel

    Adam Weinstein
    Akin Gump Strauss Hauer & Feld LLP

  • 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
    • Other selected developments and regulatory considerations, including regulatory filings, Investment Advisers Act compliance and SEC audits

    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 Halasz, Steve Lueker, Scott W. Naidech, Joseph Smith

    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

    Rise Norman, Adam Weinstein, Dennis Block

  • 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

  • Sponsoring Association Committees: 
    Banking | Mark Zingale, Chair
    Financial Reporting | David S. Huntington, 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:
    Maricela Alfonso, City Bar Center for CLE | (212) 382-6606 |