Podcast - Credit Funds: A Framework for Addressing and Mitigating Conflicts of Interest
An express third-party beneficiary provision running in favor of a lender in a fund’s limited partnership agreement (an “LPA”) is helpful for subscription credit facilities. It bolsters the rights and remedies of a...more
EXECUTIVE SUMMARY - Subscription credit facilities rely on the obligations of investors to a private investment fund (“Fund”) to contribute their capital commitments to the Fund when called. From a subscription credit...more
Recallable capital has become an increasingly common concept in subscription credit facilities. In this Legal Update, we explain the concept of recallable capital and its role in subscription credit facilities, as well as...more
Recallable capital is a hot topic these days in both subscription financing and NAV financing transactions, both at industry events and in the press. There has been a good deal of attention to this concept in the NAV market...more
On January 27, 2022, the SEC’s Division of Examinations (“EXAMS”) released a risk alert (the “Risk Alert”) outlining its observations regarding compliance issues uncovered by its staff in examinations of registered investment...more
Proposed changes to Dutch tax law will make Dutch limited partnerships attractive private equity and venture capital fund and feeder fund alternatives to Irish and Luxembourg equivalents. A Dutch limited partnership...more
Originally published on the-drawdown.com. When structured successfully, a fund continuation transaction can create benefits for all relevant parties. For GPs, the benefits in doing so are fairly obvious. ...more
On October 22, 2020, the SEC entered an order against a private equity fund adviser (that is also an exempt reporting adviser) for failing to accurately discount management fees as described in a managed fund’s limited...more
In the universe of equity compensation, an "LTIP" is a commonly used term that invokes a "long term incentive program," which is any form of award of cash or shares paid or issued in order to attract, retain and incentivize...more
The Institutional Limited Partners Association (ILPA) released a Model Limited Partnership Agreement (LPA) for general partners (GPs) and limited partners (LPs) structuring private fund investment transactions in October...more
In Murfey v WHC Ventures, LLC the Delaware Supreme Court interpreted the books and records provisions of three limited partnership agreements. The plaintiff wanted Schedule K-1s attached to the partnerships’ tax returns. ...more
The SEC has been active in the private equity space recently after being relatively quiet for some time. A recent enforcement action serves as a reminder for fund sponsors that regulators are continuing to look at fund...more
With the help of 20 internal and external counsel who comprised the LPA Task Force, including Nossaman’s own Partners Yuliya Oryol and Douglas Schwartz, the Institutional Limited Partners Association (ILPA) has finally...more
For most private equity managers, co-investments are an essential part of attracting limited partner investors and funding investments. Originally published in Middle Market Growth, the official publication of the...more
The SEC’s regulation of the private investment funds industry has generated significant attention and commentary, as well as a fair amount of hand-wringing. From our perspective as lawyers, however, there is a relatively...more