Originally held on Friday, March 1, 2019 | 9:00 a.m. – 12:30 p.m.
Program Co-Chairs: | |
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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.
OnDemand: $179 for Members | $279 for Nonmembers
Members who are Recent Law Graduates (not yet admitted), Newly Admitted Lawyers, In-House/Corporate Counsel, Judges (and their staff), or attorneys that practice within the Government, Academic or Not-for-Profit sectors attend this program for free. -
Dennis J. Block
Greenberg Traurig, LLPWilliam (“Beau”) Brashares
Kirkland & Ellis LLPJennifer G. Cooper
Davis Polk & Wardwell LLPBrian S. Korn
Manatt, Phelps & Phillips LLPBeth R. Kramer
Winston & Strawn LLPAdrian R. Leipsic
Cleary Gottlieb Steen & Hamilton LLPSteve R. Lueker
Lueker Mott Zezula LLCRisë B. Norman
Simpson Thacher & Bartlett LLPJohn Senior
Gibson, Dunn & Crutcher LLPAdam 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
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- Allocation of fees and expenses among funds, among general partners vs. limited partners, carve outs for executives, etc.
- Broken deal issues
- Other SEC developments
- Allocation of fees and expenses among funds, among general partners vs. limited partners, carve outs for executives, etc.
- Compliance and regulatory issues
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- 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
- Ways to set up and maintain compliance standards and policies
- 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
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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: 3.0 Total: 2.0 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, ChairSponsorship Opportunities are Available! Please Contact:
Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 | aavila@nycbar.org______________________________________________________________