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Limited Partnerships Private Equity

Cadwalader, Wickersham & Taft LLP

Tax Court Denies SECA Exception to Soroban

The Tax Court recently ruled for the IRS in another case involving the “limited partner exception” under the Self Employment Contributions Act (SECA). Code Section 1402(a)(13) generally exempts the distributive share of...more

Cadwalader, Wickersham & Taft LLP

Debt by Design, June 2025 - Permitted Indebtedness

Before a subscription lender can enter into a subscription credit facility with a fund, the subscription lender will need to review the limited partnership agreement (“LPA”) of such fund to confirm the LPA allows for...more

Troutman Pepper Locke

FUNDamentals — June 2025

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FUNDamentals is a periodic digest of news and information specifically for private funds and their managers. In this issue, we highlight some fundraising trends, new marketing rule FAQs, fund liquidity trends (limited...more

Stinson LLP

U.S. Tax Court Issues Ruling on Self-Employment Tax Exception for Limited Partners

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On Wednesday, May 28, the U.S. Tax Court ruled in Soroban Capital Partners LP v. Commissioner that a "functional analysis" test applies when determining whether a limited partner who contributes services to a partnership may...more

Morrison & Foerster LLP

Tax Court’s Decision in Soroban—Potential SECA Tax Implications for Management Fee Income

On May 28, 2025, the U.S. Tax Court issued its decision in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban”), holding that “limited partners” of a management company organized as a Delaware limited...more

Rivkin Radler LLP

The Limited Partner Exclusion From Self-Employment Tax – But Who Is A Limited Partner?

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An Agency Under Siege - The mission statement of the IRS reminds taxpayers that it is their responsibility to understand and meet their tax obligations, while it is the role of the IRS to “enforce the [tax] law with...more

White & Case LLP

The IRS Continues Winning Self-Employment Contributions Act (SECA) Tax Against Limited Partners in Private Equity and Hedge Funds

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Recently, the Internal Revenue Service ("IRS") has successfully asserted that limited partners in private equity and hedge funds that are organized as limited partnerships were subject to tax under the Self-Employment...more

Mayer Brown

Advantages of Express LPA Third-Party Beneficiary Provisions for Subscription Credit Facility Lenders

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An express third-party beneficiary provision running in favor of a lender in a fund’s limited partnership agreement (an “LPA”) is helpful for subscription credit facilities. It bolsters the rights and remedies of a...more

Cadwalader, Wickersham & Taft LLP

Another Appeal Adds Fuel to the Limited Partner SECA Tax Debate

Denham Capital Management LP (“Denham”), a private equity firm, has appealed the recent U.S. Tax Court decision that declined to revisit its interpretation of the “limited partner exception” under the Self-Employment...more

Hogan Lovells

The impact of the outbound investment rules on LP trades

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The secondaries market continues to mature and evolve, offering limited partners (“LPs”) an essential tool for portfolio rebalancing, liquidity management and strategic realignment. However, the introduction of the U.S....more

Cadwalader, Wickersham & Taft LLP

Key Person, Key Risk, May 2025 - A Key Person Will Never Walk Alone . . .

For those that are not aware, Liverpool Football Club have now officially won their record equalling 20th English league football title. For the benefit of non-fans of association football or soccer (“soccer” of course...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Preferred Return Podcast | Balancing Act: Strategies for GPs and LPs in Today's Market

Our latest episode of “The Preferred Return” examines the often intricate dynamic between general partners (GPs) and limited partners (LPs), particularly in today’s challenging fundraising environment. Hosts Greg Norman and...more

Ropes & Gray LLP

Legal Lingo: What is a Secondaries Transaction?

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Being an aspiring commercial lawyer often means being confronted by complex, often abstract, concepts leading to an often impenetrable wall of jargon for students and trainees. Next up in our Legal Lingo series, which we've...more

Orrick, Herrington & Sutcliffe LLP

Writing the Constitution for Your New Private Equity or VC Fund

Part of a series on structuring the team and legal infrastructure of a new private equity/VC fund (remaining issues to be released in the coming weeks): Writing the Constitution for Your New Private Equity or VC Fund:...more

Hogan Lovells

Another U.S. IRS Victory in the Self-Employment Tax Arena: Denham Capital Management

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For those keeping score at home, it’s currently two wins for the IRS in as many years, and nada/zilch/zero for the fund managers, at least when it comes to the limited partner exception for self-employment taxes (the “Limited...more

Carey Olsen

Fund Finance Laws and Regulations 2025: Assessing Lender Risk in Fund Finance Markets (GLI chapter)

Carey Olsen on

Carey Olsen have contributed to the Global Legal Insights – Fund Finance guide by authoring a chapter on assessing lender risk in fund finance markets. As the fund finance market continues to evolve, lenders will need to...more

Skadden, Arps, Slate, Meagher & Flom LLP

PRA and FCA Offer New Guidance on How Changes in Control Will Be Assessed

On 1 November 2024, the UK Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA) published a joint policy statement (PS 18/24) on the prudential assessment of acquisitions and increases in control. The...more

Foley & Lardner LLP

Tax Court Reaffirms Soroban Holding that “Active” Limited Partners are Subject to Self-Employment Tax

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On December 23, 2024, the Tax Court ruled in Denham Capital Management LP v. Commissioner (T.C. Memo. 2024-114), that limited partners that actively participated in the activities of a fund manager formed as a state law...more

Paul Hastings LLP

U.K. Financial Institutions – New Guidelines on Acquisitions and Changes in Control

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The U.K.’s banking and financial services regulators have recently issued guidance updating their approach to handling applications to approve acquisitions of U.K.‑regulated businesses. This guidance is of interest to...more

Katten Muchin Rosenman LLP

ILPA Publishes Guidance on NAV Financing in Private Equity Strategies

The Institutional Limited Partners Association (ILPA) recently issued guidance (Guidance) for limited partners (LPs) and general partners (GPs) on the use of net asset value (NAV)-based financing facilities in private equity...more

SEC Compliance Consultants, Inc. (SEC³)

Latest SEC Document Request Lists: What Private Fund Managers Should be Worrying About

Many private fund managers are breathing a sigh of relief after the Fifth Circuit struck down the Private Fund Rules (check out our blog post for more information). Do not, however, assume the SEC will stop its aggressive...more

Seyfarth Shaw LLP

Updated Guidance on NAV-Based Facilities for Private Equity Strategies

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Net Asset Value (NAV)-based financing facilities (“NAV Facilities”) continue to proliferate in private equity. In response, the Institutional Limited Partners Association (ILPA) released comprehensive new guidance making the...more

Cadwalader, Wickersham & Taft LLP

Reliable Expectations May 2024 - Investors, We're Relying on You

Delaware remains the most popular jurisdiction for the domestic formation of private equity and venture capital funds (a “Fund”) as either a limited partnership or limited liability company.  In fact, 54.8% of the deals...more

Skadden, Arps, Slate, Meagher & Flom LLP

Bank of England Highlights Concerns With Private Equity Financing

The Bank of England’s Financial Policy Committee (FPC) and the Prudential Regulation Authority (PRA) recently delivered a series of speeches1 raising their concerns about the evolution of private equity financing and the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Continuation Funds: What You Need To Know

Over the last 10 years, continuation funds have evolved to be a well-established potential exit route for private fund sponsors. According to advisory estimates, some $40 billion deals were completed in 2023, with more than...more

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