Funds
Issues for Consideration When a Managing Director Departs Your Firm
While we advise on this topic daily, hopefully most of our fund clients will only have to think about matters related to the departure of senior investment professionals, i.e. managing directors (MD’s) a small handful of times in their organizational lives. Having an MD depart your firm is not a […]
I Have a Deal in the Pipeline, but My New Fund Hasn’t Closed Yet – Help!
The Cooley fund group hears from clients with great frequency that an opportunity to make an attractive portfolio company investment – perhaps in a competitive deal, where access is limited – needs to be captured before the scheduled closing of their new venture capital fund. The dilemma comes up from […]
Should I Use a Placement Agent?
The issue of whether to use a placement agent is one that we are asked to advise on quite frequently. It’s a good question, for sure. In our experience the answer varies from situation to situation, and may not be straight forward. Many factors drive the analysis. Is it a […]
S Corporation “Dodge” Won’t Work to Skirt the Carried Interest Rules
On February 14, Bloomberg News published an article that quickly made its way around among private investment funds and their lawyers – I received about 10 emails before 9 am from clients. The article discussed a potential structure for general partners of funds (in the article hedge funds, mostly) to […]
Policy Mandates for Exempt Reporting Advisers
The private fund clients we work with are often excused from full registration as investment advisers (“RIAs”) with the SEC. But, most of them are still required to file with the SEC as “exempt reporting advisers” (“ERAs”), usually under the venture capital exemption, though sometimes additionally or exclusively under the […]
To PPM or Not to PPM, That is the Question
“Do we need to prepare a Private Placement Memorandum in connection with our fundraising?” It’s a question we get asked all the time by our fund manager clients and the ultimate answer is driven by how those managers weigh the relative benefits and detriments of preparing and using a PPM […]
Are You Prepared for GDPR?
The European Union’s Global Data Protection Regulation (GDPR) is something that all venture firms with any connectivity to EU persons should be paying attention to. The GDPR becomes effective May 25, 2018. The GDPR imposes numerous requirements on businesses within its scope, including strengthening the requirements that businesses obtain the […]
Non-US Seller of a Fund Interest? You May Get Taxed!
The recently enacted Tax Cuts and Jobs Act (TCJA) includes a new withholding tax imposed on buyers of partnership interests (including interests in private funds) from non-U.S. sellers where gain on the sale would be taxed to the seller under a separate provision of the TCJA. Under new Section 864(c)(8) […]