BarbriSFCourseDetails
  • videocam Live Webinar with Live Q&A
  • calendar_month April 14, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Banking and Finance
  • schedule 90 minutes

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

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About the Course

Introduction

This CLE course will discuss clawbacks of carried interest distributions to general partners of private equity funds, focusing on the various clawback mechanisms, distribution waterfalls, and the tax ramifications of clawback events. 

Description

Most private equity funds provide for a clawback mechanism requiring the fund's general partner to return carried interest distributions to investors if the general partner has received more than the agreed upon percentage of fund profits, as measured over the life of the fund.

Carried interest clawbacks can present challenging scenarios, including when former employees are required to contribute a portion of the clawback and the tax consequences related to clawback payments.

Practitioners representing funds must be able to effectively draft fund provisions that address carried interest clawbacks, taking into account the nature of the fund's distribution waterfall and key tax considerations. Practitioners representing investors must understand investors' rights to recoup carried interest distributions where over-distributions have occurred.

Listen as our authoritative panel analyzes scenarios in which carried interest distributions received by a general partner of a private equity fund may be subject to clawback obligations.

Presented By

Minju Kim
Counsel
Mayer Brown LLP

Ms. Kim is a counsel in Mayer Brown's New York office and a member of the Tax Transactions & Consulting practice. She has represented banks, issuers, funds, investment managers, financial institutions, investors and other parties in connection with lending transactions, corporate acquisitions, CLOs, ABS and other securitization transactions and fund formation. Ms. Kim received her JD and LLM in Taxation, from New York University School of Law, where she was a tax policy fellow. She earned her BA from Swarthmore College.  

Phyllis A. Schwartz
Partner
McDermott Will & Schulte

Ms. Schwartz focuses her practice on the structuring, formation and operation of private equity funds, including buyout funds, venture capital funds, mezzanine funds, distressed funds and real estate funds. She represents both fund sponsors and investors in her practice. In addition to assisting fund sponsors with their internal management arrangements, succession planning and the creation of internal investment and co-investment vehicles, Ms. Schwartz has extensive experience with institutional investors and regularly advises clients on market terms of investment funds. She also advises private equity funds in connection with their investments in, and disposition of, portfolio companies and the establishment of capital call credit lines.

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, April 14, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Purpose of clawbacks: preserving the economic deal of a private equity fund 

II. Tax implications of carried interest clawbacks

III. Detailed analysis of clawback features

IV. GP-level implications of carried interest clawback

The panel will review these and other key issues:

  • How do variations in distribution waterfalls impact the timing of carried interest distributions to the sponsor?
  • What are the available mechanisms for preserving the partners' economic deal to the greatest extent practicable?
  • What are the critical tax and non-tax features of carried interest clawbacks?
  • What are the income tax ramifications of carried interest clawbacks?
  • What are the GP-level considerations arising from carried interest clawbacks?