Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications for Investors and Sponsors

Ms. McCullough's practice focuses primarily on investment funds and asset management. She represents asset managers in forming and negotiating the terms of private equity funds, funds of funds, joint ventures, separately managed accounts, investment holding companies, and permanent capital vehicles, some of which include senior and subordinated debt tranches. Ms. McCullough also assists fund managers in establishing house entities for their platforms, including drafting constitutive documents for general partners and fund managers. She represents managers taking seed money from third-party anchor investors, and third-party anchor investors seeding private equity fund managers and other entities. Ms. McCullough also represents investors (including development finance institutions, sovereign wealth funds, and other institutional investors) in their investments in private equity funds, separately managed accounts, joint ventures, permanent capital vehicles, and co-investment vehicles.

Mr. Virmani counsels investment fund sponsors on the domestic and international tax aspects of forming, organizing and operating venture capital funds, private equity funds, real estate funds, hedge funds, debt funds and funds of funds. He frequently represents clients with respect to general partner-led fund restructurings, US and non-US investor representations, secondary transactions and minority investments in fund sponsors. In addition, Mr. Virmani often advises founders on the establishment of their investment management firms, including advising them on the organizational structure, employment matters, carried interest allocations and capital commitment funding strategies.