On March 12, 2025, staff from the Securities and Exchange Commission (SEC staff) issued new guidance regarding Rule 506(c) of Regulation D under the Securities Act of 1933 (Securities Act). We expect that such guidance will...more
A Securities and Exchange Commission (SEC) rule that takes effect on July 1, 2024, will require fund managers who file Form 13F reports to publicly report – on an annual basis on Form N-PX – the manner in which they vote on...more
We are providing updates on our original post here to reflect the issuance of a final rule by the U.S. Treasury Department which will become effective on October 15, 2020. Between November 2018 (when the first regulations...more
The term co-investment is a pretty broad one. I consider it to include any situations in which LPs take additional stakes in portfolio companies that they are already indirectly invested in through their investments in...more
The issue of whether to use a placement agent is one that we are asked to advise on quite frequently. It’s a good question, for sure. In our experience the answer varies from situation to situation, and may not be straight...more
We have been getting a lot of questions lately about whether and how GDPR may apply to US and Asia based managers of venture capital funds. This is a rapidly evolving area, however, there is a sound legal view to the effect...more
After long debate concerning the need to reform the Committee on Foreign Investment in the United States (“CFIUS”) to address evolving national security threats and emerging technologies, the Foreign Investment Risk Review...more
Most clients we work with have gotten the letter from time to time: “Hi, our firm is acting as agent for Institution X, one of your limited partners, who are selling a portfolio of interests in venture capital funds.” The...more
Venture capital funds are closed-ended, long duration blind pools. In the many years following closing, the fund manager is permitted to operate and invest the fund in its discretion as long as it stays within some limited...more
We are often asked about the prevalent market options for structuring carried interest provisions in venture capital funds. In this post, we’ll speak of mainstream venture capital funds, so to speak. Terms differ in special...more
Certain important changes took effect on January 1, 2018 regarding underpayment of taxes by partnerships as well as the handling of tax inquiries including audits.
The biggest change is that the IRS can now come to collect...more