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Private Equity Funds: Formation and Operation (Second Edition)

 
Author(s): Phyllis Schwartz, Stephanie R. Breslow
Practice Area: Corporate & Securities
Published: Nov 2016
Supplement Date: Nov 2018 i Previous editions(s) can be found in the Related Items tab.
ISBN: 9781402427503
PLI Item #: 173022

Private Equity Funds: Formation and Operation examines the various fund types, including PIPEs, SPACs, mezzanine funds, and credit opportunity funds, and is designed to provide a comprehensive understanding of how private equity funds work and are regulated.

The book provides guidance on every decision that has to be made in creating a new fund, including:

  • Choosing the right organizational options for funds and their sponsors
  • Structuring and implementing ownership and compensation arrangements that work best for each fund
  • Negotiating terms between fund sponsors and investors, including fund size, the investment program, capital commitments and contributions, distributions, and related documentation
  • Hiring and retaining the best fund talent
  • Qualifying for the Securities Act’s private placement exemption, the IAA’s exclusion from registration as an investment adviser, and other exemptive relief

Written by expert private equity fund specialists from Schulte Roth & Zabel LLP, Private Equity Funds advises on how to:

  • Structure beneficial seed capital transactions with strategic investors
  • Accrue the benefit of allowing principals and employees to participate in the income streams as equity owners or profit-sharing participants in a fund sponsor’s management entities
  • Avoid potential liability as a result of developing an excessively specific investment program as a fund manager
Supplemented with more than a dozen sample agreements and opinion letters, Private Equity Funds allows attorneys advising funds to capitalize on opportunities while staying clear of costly trouble.
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Stephanie R. Breslow is a partner at Schulte Roth & Zabel, where she is co-head of the Investment Management Group and a member of the firm’s Executive Committee and Operating Committee. Currently, Stephanie actively represents more than 50 fund complexes, and her practice includes investment management, partnerships and securities, with a focus on the formation of liquid-securities funds (including hedge funds, hybrid funds, credit funds and activist funds), private equity funds (including LBO, mezzanine, distressed, real estate and venture) as well as providing regulatory advice to investment managers. She also represents fund sponsors and institutional investors in connection with seed-capital investments in fund managers and acquisitions of interests in investment-management businesses and funds of funds and other institutional investors in connection with their investment activities, including blockchain technology and virtual currency offerings and transactions.

Stephanie has received the highest industry honors. Among many other recent accomplishments, Stephanie was named to the inaugural Legal 500 Hall of Fame in the category of “Investment Fund Formation and Management: Alternative/Hedge Funds.” The Legal 500 Hall of Fame singled out Stephanie as among the select “individuals who have received constant praise by their clients for continued excellence.” Launched in 2017, the Hall of Fame highlights “the law firm partners who are at the pinnacle of the profession.”

Stephanie is also listed in Chambers USA: America’s Leading LawyersChambers Global: The World’s Leading LawyersIFLR1000Best Lawyers in AmericaWho’s Who Legal: The International Who’s Who of Business Lawyers (which ranked her one of the world’s “Top Ten Private Equity Lawyers”), Who’s Who Legal’s “Thought Leaders,” Who’s Who Legal: The International Who’s Who of Private Funds Lawyers (which ranked her at the top of the world’s “Most Highly Regarded Individuals” list), Expert Guide to the Best of the Best USAExpert Guide to the World’s Leading Banking, Finance and Transactional Law Lawyers, Expert Guide to the World’s Leading Women in Business Law and PLC Cross-border Private Equity Handbook, among other leading directories. Stephanie was named the “Private Funds Lawyer of the Year” at the Who’s Who Legal Awards 2014 and the Euromoney Legal Media Group’s “Best in Investment Funds” at the inaugural Americas Women in Business Law Awards. Stephanie is also recognized as one of The Hedge Fund Journal’s 50 Leading Women in Hedge Funds.

Recently serving as chair of the Private Investment Funds Subcommittee of the International Bar Association, Stephanie is a founding member and former chair of the Private Investment Fund Forum. Stephanie is highly sought-after speaker on fund formation and operation and compliance issues, and she regularly publishes articles on the latest trends in these areas.

Stephanie co-authored Private Equity Funds: Formation and Operation (Practising Law Institute) and Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press). She contributed a chapter on “Hedge Fund Investment in Private Equity” for inclusion in PLC Cross-border Private Equity Handbook 2005/06 (Practical Law Company), contributed a chapter on “Advisers to Private Equity Funds — Practical Compliance Considerations” for Mutual Funds and Exchange Traded Funds Regulation, Volume 2 (Practising Law Institute), and wrote New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions (West) and New York Limited Liability Companies: A Guide to Law and Practice (West).

Stephanie earned her J.D. from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar, and her B.A., cum laude, from Harvard University.


Phyllis Schwartz is a partner at Schulte Roth & Zabel, where she focuses her practice on the structuring, formation and operation of private equity funds, including buyout funds, venture capital funds, mezzanine funds, distressed funds and real estate funds. She represents both fund sponsors and investors in her practice. In addition to assisting fund sponsors with their internal management arrangements, succession planning and the creation of internal investment and co-investment vehicles, she has extensive experience with institutional investors and regularly advises clients on market terms of investment funds. Phyllis also advises private equity funds in connection with their investments in, and disposition of, portfolio companies and the establishment of capital call credit lines. 

Phyllis is recognized as a leading practitioner in her field by numerous independent publications, including The Legal 500 United States, The Best Lawyers in America, Who’s Who Legal: The International Who’s Who of Private Funds Lawyers, New York Super Lawyers, Expert Guide to the World’s Leading Banking, Finance and Transactional Law Lawyers (Investment Funds, Private Equity) and Expert Guide to the World’s Leading Women in Business Law (Investment Funds). A member of New York’s Private Investment Fund Forum, Phyllis frequently shares her insights on effective fund formation strategies at industry conferences and seminars. She recently discussed legal developments affecting employers, issues related to fund restructuring, regulatory and compliance concerns for co-investments, and other ethics issues for private equity fund managers. Phyllis is also the co-author of Private Equity Funds: Formation and Operation (Practising Law Institute), which is considered the leading treatise on the subject, and she contributed to Fund Formation and Incentives Report (SRZ in association with Private Equity International) as well as a chapter on “Advisers to Private Equity Funds — Practical Compliance Considerations” to Mutual Funds and Exchange Traded Funds Regulation, Volume 2 (Practising Law Institute). She was recently featured in Private Funds Management’s spotlight article “Ringing the Changes.” Phyllis received her J.D. from Columbia University School of Law and her A.B. from Smith College.