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) […]