Private Equity Carried Interest Clawbacks: Fund Agreement Mechanisms and Tax Considerations

Mr. Pae's practice focuses on the tax aspects of the formation, financing and investment activities of domestic and international private funds. He regularly advises both sponsors and investors in connection with structuring and operation of various types of funds, including buyout, infrastructure, real estate and debt funds. Mr. Pae is also experienced in secondary sale of fund interests and M&A transactions involving partnerships.

Mr. Mannon is Chair of Vedder Price's Private Fund Formation group and a member of the firm's Investment Services group. He focuses his practice on legal and compliance matters for investment advisers, mutual funds, closed-end funds and unregistered vehicles such as hedge funds, hedge fund of funds and other investment entities. With regard to unregistered vehicles, he frequently counsels clients on fund formation and structuring matters for funds organized both in the United States and abroad. He also counsels clients on issues relating to commodity trading advisers and commodity pool operators. Mr. Mannon has substantial experience in regulatory and compliance matters affecting investment advisers, including registration and marketing, such as compliance with Global Investment Performance Standards (GIPS), as well as in drafting compliance policies and procedures. He counsels advisers on trading agreements, including brokerage and derivatives agreements. He also conducts mock Securities and Exchange Commission (SEC) examinations and represents clients before the SEC and other regulators in examinations and investigations. He also spends significant time counseling registered and unregistered investment company boards.

Mr. Rosenberg focuses his practice on the representation of private investment fund sponsors, managers and investors in all aspects of the structuring, documenting, offering, negotiating and operating of private investment funds and related investment vehicles, including real estate, debt, infrastructure and private equity funds, and co-investment vehicles. He regularly addresses issues arising under corporate, partnership, securities, investment management, ERISA, and tax laws. Mr. Rosenberg assists in advising financial institutions, investment managers and institutional investors, and regularly negotiates fund structures and terms with leading domestic and foreign pension plans, foundations, endowments, insurance companies, and other institutions. He also has experience in organizing and negotiating co-investment vehicles, structuring promote arrangements for investment management team members, representing investment funds and investors in connection with the secondary sale of fund interests, and advising with respect to issues relating to capital commitment-backed subscription line credit facilities.