Private Equity Structuring: The Basics

Friday, March 1, 2019 | 9:00 a.m. – 12:30 p.m.

 

Program Co-Chairs:

Adele Hogan
Former Director
Forensic, Litigation & Valuation Services
Baker Tilly Virchow Krause, LLP

Scott W. Naidech
Winston & Strawn 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 & Webcast: $229 for Members | $329 for Nonmembers
    In-House Counsel/Government/Nonprofit/Academic: Free for Members | $279 for Nonmembers

    Members who are Recent Law Graduates, Newly Admitted Lawyers (earliest admission 2016-2018 in any state or country), or Judges (and their staff) attend this program for free.

     

  • Dennis J. Block
    Greenberg Traurig, LLP
    William (“Beau”) Brashares
    Kirkland & Ellis LLP

    Jennifer G. Cooper
    Davis Polk & Wardwell LLP

    Brian S. Korn
    Manatt, Phelps & Phillips LLP
    Beth R. Kramer
    Winston & Strawn LLP
    Adrian R. Leipsic
    Cleary Gottlieb Steen & Hamilton LLP
    Steve R. Lueker
    Lueker Mott Zezula LLC
    Risë B. Norman
    Simpson Thacher & Bartlett LLP
    John Senior
    Gibson, Dunn & Crutcher LLP
    Adam K. Weinstein
    Sidley Austin LLP

     

  • 9:00 a.m. – 10:00 a.m. 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

    William Brashares, Jennifer G. Cooper, Brian S. Korn, Adrian R. Leipsic

    10:00 a.m. – 10:50 a.m. 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

    Steve R. Lueker, Scott W. Naidech, John Senior

    10:50 a.m. – 11:00 a.m. Break
    11:00 a.m. – 12:00 p.m. Crossroads Between Compliance, Best Practices and Ethics; Deals and Claims – The Ethical Implications

    • Selected Issues
      • 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

    N. Adele Hogan, Beth Kramer, Scott W. Naidech

    12:00 p.m. – 12:30 p.m. 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 J. Block, Risë B. Norman, Adam K. Weinstein

     

  • CLE Credit
    New York:
    3.5 Total: 2.5 Professional Practice, 1.0 Ethics
    New Jersey:
    3.9 Total: 2.7 General, 1.2 Professional Responsibility
    California:
    3.5 Total: 2.5 General, 1.0 Professional Responsibility
    Pennsylvania:
    3.0 Total: 2.0 General, 1.0 Professional Responsibility

     

  • Sponsoring Association Committees:
    Banking Law | Gregory J. Lyons, Chair
    Mergers, Acquisitions & Corporate Control Contests | Trevor Saul Norwitz, Chair
    Private Investment Funds | Rebecca F. Silberstein, Chair
    Securities Regulation | David S. Huntington, Chair

    Sponsorship Opportunities are Available! Please Contact:
    Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 | aavila@nycbar.org

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