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Added: 7/29/2010 
15.13.23: Summary of Israeli High-Tech Company Capital Raising - Q2 / H1 2010
Added: 7/6/2010
5.9.1: Redemption of Convertible Preferred Stock
Updated: 5/3/2010
5.1.3.a: Loan Commitments and Agreements to Agree Under New York Law
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Book 10 Table of Contents
Below is the table of contents to book 10 of The Encyclopedia of Private Equity and Venture Capital. A star () denotes
premium content available to encyclopedia subscribers only.
Private Equity Funds
- 10.1: Topic background and Summary
- 10.1.1: Marketing the Fund: How to write an Effective Investor Presentation
- 10.1.2: Marketing the Fund: Polishing the Pitch for LPs
- 10.1.3: Partnership versus Corporation
- 10.1.4: Certain Terminology
- 10.1.5: Installment Payments
- 10.1.6: Capital Account
- 10.1.7: Interest in Profits and Losses
- 10.1.8: Common Drafting Miscues
- 10.1.9: Fees and Expenses
- 10.1.10: Substantial Economic Effect
- 10.1.11: Carried Interest
- 10.1.11.a: The Carried Interest Tax Debate
- 10.1.11.b: Taxation of Carried Interest as Ordinary Income
- 10.1.12: Temporary Investments and Rate of Return 'Bogies'
- 10.1.13: Distributions
- 10.1.14: Vesting the Manager's Interest
- 10.1.15: Partnership Private Placement Memorandum
- 10.1.16: Control Issues
- 10.1.17: Meetings and Committees
- 10.1.18: Conflicts of Interest
- 10.1.19: Liquidity
- 10.1.20: Restrictions on the GPGP's Powers
- 10.1.21: Standard of Care: Indemnification
- 10.1.22: Creatures of Statute: SBICs and BDCs
- 10.1.23: Special Investors
- 10.1.24: Avoiding Registration under the '40 Acts
- 10.1.25: What Happens When the Fund Must Wind Up?
- 10.1.26: Portfolio Valuation: International Associations Endorse Standard Approach (SJ Berwin)
- 10.1.27: Freedom of Information Act: Application to Private Equity and VC Funds
- 10.1.28: SEC Adopts New Anti-Fraud Rule for Private Funds as Proposed
- 10.1.29: New Rules of the Road for Advisers to Private Funds
- 10.2: Limited Partnership Agreement
- 10.2.1.a: Note on the 'Pure' Carry
- 10.2.1.b: Note on the 'Carried Interest'
- 10.2.1.c: Non-Standard Allocation Provisions and Allied Terms
- 10.2.3.a: Note on General Partner's Capital Contribution
- 10.2.3.a.i: The General Partner's Commitment: A Potential Increase From 1% to 5%.
- 10.2.3.a.ii: Capital "Contribution" By Dint Of Management Fee Waiver
- 10.2.3.a.iii: Limited Liability Company Agreement
- 10.2.3.b: Note on Capital Accounts
- 10.2.3.c: Note on Book Ups
- 10.2.3.d: Note on Borrowing In Advance of Capital Calls
- 10.2.4.a: Note on GP Profit and Sharing:Front End Loaded or Back End Loaded. Deal-by-Deal
- 10.2.4.b: Note on Certain Issues Relating to Allocations Tied to Capital Commitments, Capital Contributions
- 10.2.4.d: Private Equity Limited Partnerships: Distribution Drive System vs. Allocations cum Distributions
- 10.2.5.a: Note on Reinvestment of Proceeds
- 10.2.6.a: Note on Conflicts of Interest
- 10.2.6.b: Note on Expenses Paid by the Partnership
- 10.2.6.c: Note on Valuation of Illiquid Securities
- 10.2.6.c.i: Pre-1996 Valuation Guidelines
- 10.2.6.c.ii: Updated IPEV Private Equity Valuation Guidelines
- 10.2.6.d: Note on the Plan Asset Regulation and VCOCs
- 10.2.6.e: Tax Issues: UBTI and ECI
- 10.2.6.e.i: QPAMs
- 10.2.6.e.ii: Tax Exempt Investors: UBTI
- 10.2.6.e.iii: UBTI and ECI. Election Out: Blockers & Feeder Corporations
- 10.2.6.f: Offshore Investors: Income effectively connected to a trade or business
- 10.2.6.g: Potential Tax In Case The Partnership Invests In "Prohibited Tax Shelter Transactions
- 10.2.8.a: Note on Contractual Clawback
- 10.2.9.a: Fiduciary Duty of the GP: Delaware Limitation
- 10.2.10.a: Anti-Money Laundering Clause for post-9/11 Partnership Agreements
- 10.2.10.b: Periodic Compliance Review For Private Equity Funds
- 10.2.10.c: The Far-Reaching Implications of Anti-Money Laundering Regulations in the United States
- 10.2.12: Precautions in Case of Advisers Act Registration; Limit Investors to "Qualified Clients."
- 10.2.13: Contractual Modification of Fiduciary Duties for Delaware Unincorporated Business Entities
- 10.2.14: Private Equity Limited Partnership Agreements: Common Trigger Events and Limited Partner Remedies
- 10.2.15: New Delaware Case Favors Indemnity for Investment Professionals
- 10.2.16: Recent Delaware Case Highlights Common Pitfalls to Avoid With Earn-Out Provisions
- 10.3: General Partner: LLC Agreement
- 10.3.2: Note on the GP Vehicle as an LLC vs. LPA and on the Separation of the GP and the Mang. Co.
- 10.3.3: Placement Fees as Organizational Expense vs. a Deduction From The Management Fee
- 10.4: Co-Investment Rights for LP's: Sample Side Letter
- 10.5: Subscription Agreement for Private Equity Fund (Model)
- 10.6: Private Equity Funds: Examples of PPMs
- 10.6.1: Private Equity Fund (Biotech): Model Offering Memorandum
- 10.6.2: Private Equity Fund (Internet/New Media) Model Offering Memorandum
- 10.7: Quantitative Analyses and Data Banks
- 10.7.1: 'Market' or 'Industry Standard' Deal - Terms and Frequency of Appearance
- 10.7.2: Terms For the New Environment
- 10.7.3: Tables Demonstrating The Effects of the Hurdle Rate and Recapture Provision Scenarios
- 10.7.4: Calpers: Fund by Fund IRR Data
- 10.7.7: Internal Rate of Return: A Simple, Non-Mathematical Explanation
- 10.7.8: Beyond IRR
- 10.8: Fund Counsel's Opinion: Limited Liability
- 10.9: Limited Liability Company Agreement (the Management Company)
- 10.10: Agreement Between The Fund and the Management Company
- 10.11: Special Entities
- 10.11.1: SBICs: Management Rights for VCOCs
- 10.11.2: Sample Distribution for an SBIC Leveraged with Participating Securities
- 10.11.3: Business Development Companies (BDCs)
- 10.11.3.a: BDCs Eligible Portfolio Companies Expanded to Include Certain Listed Securities
- 10.11.3.b: SEC Adopts Rule Amendment to Expand the Definition of Eligible Portfolio Companies for BDCs
- 10.11.3.c: BDCs - SBIC Licensing Guidelines
- 10.11.4: Permanent Vehicles: KKR on Euronext
- 10.12.1: Note on Containing Initial Legal Expenses
- 10.13: Secondary Market in LP Interests
- 10.13.2: Secondary Market Direct Sales: The Perfect Storm (Benefits and Risks)
- 10.13.3: Commentary: The Secondary Market In Limited Partnership Interests
- 10.13.4: I.R.C. Section 754 Legislation (Secondary Funds Take Special Notice)
- 10.13.5: Structured Partnerships: Extracting Maximum Value from Secondaries While Avoiding Steep Discounts
- 10.13.6: Structure for LP Control: An Alternative to Divorce
- 10.13.7: Coping With Clawbacks and Defaulting LP's (PricewaterhouseCoopers LLP)
- 10.13.9: Listing Funds in London (SJ Berwin)
- 10.13.10: Secondary Trading of Limited Partnership Interests in Private Equity Funds — Recent Developments
- 10.14: Pledge Funds - A Structural Overview
- 10.15: Litigation Involving Private Equity Fund Managers
- 10.15.1: Senate Financial Services Reform Bill - Effect on Private Fund Managers
- 10.15.2: General Partner Controlled by Financial Institution: Conflicts In Investment Strategy
- 10.15.3: VC Appointed Directors: Derivative Liability
- 10.15.3.a: Derivative Liability for Copyright Infringement: Napster, Grokster, Hummer Winblad and Bertelsmann
- 10.15.3.b: Less is More - Why PE Firms Should Limit Indemnification Rights to Their Director-Representatives
- 10.15.4: Shadow Directors and Controlling Shareholders: Duties and Liability
- 10.15.5: Executive Session Minutes—Minute Or Not: Minute Or Substantial?
- 10.15.6: Life Sciences Companies Face Special Disclosure Challenges
- 10.15.7: Levy Decision Clarifies Responsibility for Indemnification Obligations
- 10.16: Corporate Venturing: Introduction
- 10.16.1: Structuring
- 10.16.2: Structural Problems
- 10.16.3: Corporate VCs: ATT, Xerox, Polaroid and Kodak
- 10.17: Fair Value Accounting
- 10.17.1: FAS 157 Fair Value of Portfolio Companies
- 10.17.2: SEC and FASB Staffs Provide Clarifications on Fair Value Accounting
- 10.17.3: Presentation by Professor Robert J. Swieringa in Defense of FAS 157
- 10.17.4: FASB Eases Reqs to Account for Contingent Assets Acquired & Liabilities Assumed in a Business Combo
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