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

Mr. Mannon counsels investment advisers, funds and family offices, bridging the gap between regulation and operations. He offers strategic guidance across fund operations, compliance and oversight, advises on commodity regulation, SEC, CFTC, GIPS and marketing/advertising rules and issues affecting both registered and unregistered funds and products. Mr. Mannon helps clients design and launch private and registered funds, negotiates trading and derivatives agreements, and develops compliance programs and governance practices. He also helps clients prepare for and respond to regulatory investigations, always ensuring his advice aligns with their business goals. Mr. Mannon was an SEC enforcement attorney and associate GC for one of the world’s largest hedge fund-of-funds advisers before returning to private practice. Experienced on both the regulator’s and business sides of the industry, he understands regulatory expectations, internal business pressures, and how compliance decisions play out in practice. 

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. 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.