Welcome to Morgan Lewis's online Venture Capital & Private Equity Funds Deskbook—a collection of articles and presentations by attorneys in our Private Investment Funds Practice covering a broad range of practical topics, including formation, operation, regulation, marketing, compliance, and other issues of interest to venture capital and private equity fund managers. We encourage you to browse this site frequently for guidance on matters related to your fund.
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Table of Contents
Fund Formation | Fund Operation | GP and Management Company Operation | Regulation | Appendices
Fund Formation
- Fund Size: Targets, Caps, Minimums, and Reductions
- Selecting and Protecting Your Fund Name and Marks
- Private Offering Do's and Don'ts:
Dealing with the Press; Avoiding a General Solicitation - Website: Friend or Foe?
- Working with Placement Agents
- Employing Finders and Solicitors: Proceed with Caution
- Accommodating Tax-Exempt Investors: Understanding UBTI
- Accommodating Non-U.S. Investors: Understanding ECI
- Making Investments with Alternative Investment Vehicles (AIVs)
- Contribution by Principals
- Side Letters and the Most Favored Nations Clause
- Overview of the SBIC Program
Fund Operation
- Managing Legal Liabilities and Litigation Risks of Being a Fund Manager
- Should Venture Capital Firms Sign NDAs?
- Capital Calls — NEW
- Avoiding and Handling Defaults
- Making In-Kind Distributions — NEW
- The California Finance Lender Law: Venture Capital Bridge Loan Exemption and General Licensing Requirements
- Corporate Sponsors: Consolidation Under FIN 46(R) and FASB No. 167
- Reopening Old Funds, Preferred Interests, and Annex Funds
- LP Advisory Committees
- Operating as a VCOC and the Management Rights Letter
- Avoiding “Publicly Traded Partnership” Status for U.S. Federal Income Tax Purposes
GP and Management Company Operation
- Carried Interest: Vesting
- Employee Participation
- Preparing For and Handling a GP Separation
- Employment Issues for Fund Managers
Regulation
- U.S. Securities Laws Overview: Making Sense of “Accredited Investors,” “Qualified Purchasers,” and “Qualified Clients”
- Consequences of Registration Under the Investment Advisers Act of 1940
- Checklist for a New Advisor