Strafford CLE Webinars recently hosted a program to address current tax trends and issues relevant to investors in private funds, including developments in IRS programs, the rise of “fair share” tax policies, key questions for investors going into a fund, fund structuring and tax implications, critical provisions in fund agreements and side letters, and potential negotiating strategies. The program featured Skadden partner Kathleen Saunders Gregor and managing partner at Touchstone Strategic Law, Elizabeth M. Norman. This second article in a two‑part series delves into the initial considerations, economics, and negotiating strategies for LPs navigating the complex landscape of private funds. It explores critical questions for investors entering funds, fund structuring, allocation provisions, management fees, clawback provisions, GP undertakings and tax distribution provisions. The first article
focused on current trends and investor‑specific tax issues addressed during the program. For coverage of previous Strafford programs addressing tax issues relevant to private funds, see our two‑part series: “Importance of Diligencing Transfer Restrictions in Secondaries to Avoid PTP, REIT and Other Negative Tax Issues
” (Sep. 29, 2020); and “The Need to Parse Tax Elections, Allocate Taxes and Obtain Withholding Certificates Early in a Secondary Transaction
” (Oct. 6, 2020).