The Preferred Return Podcast | Balancing Act: Strategies for GPs and LPs in Today's Market
Law School Toolbox Podcast Episode 495: Listen and Learn -- Partnership Liability
What happens when a majority owner makes a bad-faith capital call?
Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Private Equity Roundtable Discussion with Hamilton Lane - Getting the Band Together: Club Deals & Co-Investment Fundraising Are on the Rise (Video C)
Private Equity Roundtable Discussion with Hamilton Lane - Getting the Band Together: Club Deals & Co-Investment Fundraising Are on the Rise (Video B)
PE Roundtable Discussion With Hamilton Lane - Getting the Band Together: Club Deals and Co-Investment Fundraising Are on the Rise (Video A)
THE ACCIDENTAL ENTREPRENEUR PART III
THE ACCIDENTAL ENTREPRENEUR
Fundraising Trends in Private Equity for GPs and LPs
Podcast: Fund Subscription Facilities: Key Considerations for Limited Partners
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Fund secondaries transactions have grown enormously over the last 20 years or so. Recently, funds have been under pressure to return capital to investors in the context of a range of market constraints on traditional exit...more
GPs are increasingly exploring formalised co-investment structures in a bid to secure management fees and carried interest. Co-investment activity has increased fivefold over the past two decades, hitting a record $33.2...more
A majority of private fund managers set the clawback limit at 25%, but they calculate the clawback differently depending on fund type. Limited partner (LP) clawback provisions enable fund managers to call back previously...more
The Tax Court recently ruled for the IRS in another case involving the “limited partner exception” under the Self Employment Contributions Act (SECA). Code Section 1402(a)(13) generally exempts the distributive share of...more
Before a subscription lender can enter into a subscription credit facility with a fund, the subscription lender will need to review the limited partnership agreement (“LPA”) of such fund to confirm the LPA allows for...more
FUNDamentals is a periodic digest of news and information specifically for private funds and their managers. In this issue, we highlight some fundraising trends, new marketing rule FAQs, fund liquidity trends (limited...more
On Wednesday, May 28, the U.S. Tax Court ruled in Soroban Capital Partners LP v. Commissioner that a "functional analysis" test applies when determining whether a limited partner who contributes services to a partnership may...more
On May 28, 2025, the U.S. Tax Court issued its decision in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban”), holding that “limited partners” of a management company organized as a Delaware limited...more
An Agency Under Siege - The mission statement of the IRS reminds taxpayers that it is their responsibility to understand and meet their tax obligations, while it is the role of the IRS to “enforce the [tax] law with...more
Recently, the Internal Revenue Service ("IRS") has successfully asserted that limited partners in private equity and hedge funds that are organized as limited partnerships were subject to tax under the Self-Employment...more
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
The secondaries market continues to mature and evolve, offering limited partners (“LPs”) an essential tool for portfolio rebalancing, liquidity management and strategic realignment. However, the introduction of the U.S....more
For those that are not aware, Liverpool Football Club have now officially won their record equalling 20th English league football title. For the benefit of non-fans of association football or soccer (“soccer” of course...more
Our latest episode of “The Preferred Return” examines the often intricate dynamic between general partners (GPs) and limited partners (LPs), particularly in today’s challenging fundraising environment. Hosts Greg Norman and...more
Being an aspiring commercial lawyer often means being confronted by complex, often abstract, concepts leading to an often impenetrable wall of jargon for students and trainees. Next up in our Legal Lingo series, which we've...more
Part of a series on structuring the team and legal infrastructure of a new private equity/VC fund (remaining issues to be released in the coming weeks): Writing the Constitution for Your New Private Equity or VC Fund:...more
For those keeping score at home, it’s currently two wins for the IRS in as many years, and nada/zilch/zero for the fund managers, at least when it comes to the limited partner exception for self-employment taxes (the “Limited...more
Carey Olsen have contributed to the Global Legal Insights – Fund Finance guide by authoring a chapter on assessing lender risk in fund finance markets. As the fund finance market continues to evolve, lenders will need to...more
On 1 November 2024, the UK Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA) published a joint policy statement (PS 18/24) on the prudential assessment of acquisitions and increases in control. The...more
On December 23, 2024, the Tax Court ruled in Denham Capital Management LP v. Commissioner (T.C. Memo. 2024-114), that limited partners that actively participated in the activities of a fund manager formed as a state law...more
Delaware remains the most popular jurisdiction for the domestic formation of private equity and venture capital funds (a “Fund”) as either a limited partnership or limited liability company. In fact, 54.8% of the deals...more
The Institutional Limited Partners Association (ILPA) released considerations for both limited partners (LPs) and general partners (GPs) in respect of continuation fund transactions, including GP-led secondaries, in May 2023....more
We are often asked by clients and non-Irish law firms in the context of fund finance transactions about using fund structures established under the revamped Irish Investment Limited Partnership (“ILP”) regime, and, in...more
As private equity (PE) dealmaking heated up in the past decade, limited partners (LPs) sought to gain even more exposure to the asset class. Simultaneously, general partners (GPs) at PE firms began to band together more than...more
Aligning the interests of General Partners (GPs) and Limited Partners (LPs) is an essential component of successful private equity funds. Efficient fund terms help GPs and LPs focus on achieving common goals and maximizing...more