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) […]

Recent Trends in Co-Investment: Presentment Obligations, SPVs and “Top Up” Funds

The term co-investment is a pretty broad one. I consider it to include any situations in which LPs take additional stakes in portfolio companies that they are already indirectly invested in through their investments in venture capital funds. On one end of the spectrum, this might be by way of […]

The Tricky Intersection of Venture Funds, Cryptocurrency and Token Investments

I am getting quite a few questions lately from venture capital managers about Bitcoin, blockchain and token based offerings. The questions center primarily around the permissibility of the fund participating in these sorts of investments given mandates, purpose clauses and even the core legality of doing so; and secondarily about […]

New Three-Year Holding Period for Capital Gains Treatment of Carried Interest

Effective immediately, there is a new requirement that each particular portfolio company interest which is the subject of a disposition event needs to have been held by the fund for more than 3 years in order for the allocable carried interest income at the general partner level to be taxed […]

Changes to Handling of Underpayment of Taxes by VC Funds, and to the Concept of the “Tax Matters Partner”

Certain important changes took effect on January 1, 2018 regarding underpayment of taxes by partnerships as well as the handling of tax inquiries including audits. The biggest change is that the IRS can now come to collect tax underpayments (and associated penalties and interest) from the fund, whereas previously they […]