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  • videocam Live Webinar with Live Q&A
  • calendar_month February 3, 2026 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Banking and Finance
  • schedule 90 minutes

Launching a Venture Capital Fund: Structure, Management, Capital Deployment, Tax Implications, and More

$347.00

This course is $0 with these passes:

CLE
ALL
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About the Course

Introduction

This CLE webinar will offer a comprehensive overview of the formation, structuring, and operation of venture capital (VC) funds. The panel will explore how fund managers craft an investment thesis and overall strategy, the economics and governance provisions that drive performance, and the legal documents that define relationships among the fund, its limited partners, the general partner, and the adviser.

Description

Launching a VC fund requires thoughtful coordination of structure, capital commitments, governance rights, economic allocations, tax planning, and compliance with the Investment Advisers Act. Counsel must address related operational mechanisms—including capital calls, distribution waterfalls, carried interest, and management-fee design—as well as essential investor rights. At the same time, the fund documentation needs to spell out the general partner’s authority and fiduciary duties, restrictions on limited partner involvement, conflict-of-interest rules, and policies for co-investments or allocations.

Fund managers must also establish reliable methods for valuing portfolio positions in reporting and create an effective investment-approval process, typically handled by an investment committee with clear authority and procedures.

Listen as our experienced panel examines the essential elements of launching a VC fund: structure, economics, management practices, documentation, tax considerations, operational strategies, and practical advice for new and emerging managers.

Presented By

Gary J. Ross
Partner
McCarter & English

Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has extensive experience advising as to SEC-registered and exempt capital markets transactions. Before founding Ross Law Group in 2013, he worked at Sidley Austin and Alston & Bird, as well as the Department of the Treasury, where he was part of the Troubled Asset Relief Program. Mr. Ross is the host of the American Bar Association podcast VC Law, and has served as an adjunct professor at Brooklyn Law School for the past five years.

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Matthew L. Winkel
Special Counsel
McCarter & English

Mr. Winkel is a corporate and securities attorney who focuses on fund formation, securities regulation, and transactional law. His practice is concentrated on the formation and representation of private investment funds—primarily venture capital, private equity, and hedge funds—in the US, South Asia, Middle East, and North Africa. Mr. Winkel works with private equity sponsors, venture capital funds, family offices, limited partners, and asset management teams in connection with fund formation matters, capital investments, secondary transfers, fund restructurings, and other corporate transactions involving private investment funds. His experience includes handling both transactional and regulatory matters, with a focus on private fund compliance, including Form ADV, Form D, and Blue Sky regulatory filings, and he also drafts and reviews complex formation and fundraising documents for private fund transactions.


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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, February 3, 2026

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Core issues in forming a VC fund

A. Selection of structure: Delaware LP vs. LLC, master/feeder arrangements, SPVs, series, parallel funds

B. Identifying investment strategy, mandate, and fund size

C. Adviser registration, exemptions, and compliance framework

II. Fund structure and economics

A. Capital commitments and capital call mechanics

B. Management fee design (commitment-based vs. invested-capital models)

C. Distribution waterfalls, carried interest, and recycling provisions

D. GP commitments and alignment with LPs

E. Clawback and distribution return provisions

III. Drafting key fund documents

A. Limited partnership agreement (or operating agreement)

B. Private placement memorandum

C. Subscription agreement and investor questionnaire

D. Side letters and MFN considerations

E. Investment management agreement and allocation/compliance policies

IV. Managing key relationships

A. General partner, investment adviser, and fund entities: roles and authority

B. Limited partner governance rights and advisory committees

C. Conflicts of interest, co-investment processes, and allocation policies

D. Interactions with portfolio companies and fiduciary duties of board designees

V. Tax and operational considerations

A. Flow-through taxation fundamentals

B. ECI, effectively connected income, UBTI considerations for tax-exempt/foreign LPs

C. Use of blockers, AIVs, and parallel structures

D. Fund expenses, organizational expense caps, and budgeting

VI. Practitioner pointers and key takeaways

A. Market ranges for economic and governance terms

B. Common negotiation points with LPs

C. Emerging trends for 2025–2026 (e.g. continuation vehicles, SPVs, platforms)

D. Practical guidance for first-time or emerging managers

After the program, participants will be able to:

  • Identify the typical VC fund offering documents.
  • Distinguish current market norms for capital call mechanics, distribution waterfalls, carried interest, recycling rights, preferred return provisions, and other key economic terms.
  • Understand the role and composition of investment committees and advisory committees, and the degree of independence appropriate for each.
  • Navigate common tax issues for domestic, foreign, and tax-exempt investors, including blocker structures and ECI/UBTI mitigation.
  • Provide practical and strategic guidance to emerging managers on fund formation and operational best practices.