Should a Continuation Vehicle Cost a Venture Capital Adviser Its Exemption?
Over the past few years, I’ve received an increasing number of calls from venture capital fund managers about continuation vehicles. More recently, I’ve been hearing from fellow regulatory lawyers who are encountering the same issue, particularly as venture capital exempt reporting advisers (VC ERAs) are exploring partnerships with registered investment […]
Primer: Estate Planning for Carry, Capital and Firm Value in Private Equity and Venture Capital
We are often asked by private equity and venture capital professionals how to approach estate planning for the economics they earn through their firms – and, nearly as often, by the firms themselves: what should a sponsor do when a partner holding significant carried interest asks to move those economics […]
Primer: Investment Limits & Manager Discretion
Private equity and venture capital funds are typically blind pools. Limited partners commit capital before they know exactly which companies the fund will invest in, which transactions the fund will pursue, which follow-on financings will occur, which exits will become available or which conflicts will arise over a fund life […]
CFTC Proposal Would Restore CPO and CTA Registration Exemptions for SEC-Registered Advisers; Comments Due October 5
On August 18, 2026, the Commodity Futures Trading Commission (CFTC) proposed to restore, in modified form, an exemption from commodity pool operator (CPO) registration for certain investment advisers registered with the Securities and Exchange Commission (SEC), together with corresponding relief from commodity trading advisor (CTA) registration. SEC-registered investment advisers (RIAs) […]
Primer: LP Governance Rights in Private Equity and Venture Capital Funds
Private equity and venture capital funds are typically closed-ended, long-duration blind pools. In the many years following closing, the fund manager is permitted to operate and invest the fund in its discretion, as long as it stays within the guidelines codified at inception in the fund’s partnership agreement or other […]
When Poor Investment Diligence Becomes an Advisers Act Violation
The Securities and Exchange Commission (SEC) recently settled an enforcement action against Hatteras Investment Partners and its CEO and co-founder, David Perkins, arising from a transaction that resulted in losses of approximately $300 million. But the interesting part of the case is not the investment loss itself. It is the […]
Primer: Capital Calls, Defaults and Subscription Credit Facilities in Private Equity and Venture Capital Funds
We are often asked how capital calls work in private equity and venture capital funds. The question sounds administrative, but the answer goes to the heart of the private fund structure. Private equity and venture capital funds are typically not funded all at once. Instead, investors make capital commitments at […]
Primer: What Expenses Can a Private Equity or Venture Capital Fund Pay?
We are often asked what expenses can properly be paid by a private equity or venture capital fund. The question sounds like accounting. In practice, it is much more than that. Expense provisions define the economic boundary between the manager’s business and the fund’s business. The manager receives a management […]