Gain an understanding of critical fund structuring considerations in light of recent tax laws in order to better advise your clients.
Recent changes in the tax law require careful review of private investment funds and general partner structures, as well as consideration of potential amendments to the existing fund documentation to achieve tax efficiency. Many tax practitioners may not be aware of essential planning techniques to avoid tax pitfalls. This topic will review such factors as the type of investor, type of fund, location of fund, and general partner tax planning considerations. Fund professionals and advisers will benefit from this topic’s general overview of the typical structures and a deeper dive into current tax issues, such as the impact of the CARES Act, proposed carried interest regulations, and potential changes to the tax rates. This information is critical for professionals trying to stay ahead of the changes and better serve their clients.
Learning Objectives
- You will be able to define ECI, UBTI, blockers, master-feeder funds, management fee waivers, profits interests, and capital interests.
- You will be able to describe key U.S. federal income tax considerations important to non-U.S. investors investing in U.S. private investment funds.
- You will be able to explain the difference between the tax treatment of funds that are engaged in a U.S. trade or business and funds that are treated as investors (and how to distinguish between the two).
- You will be able to review and comment on tax disclosures and tax risk factors in a private placement memorandum for a typical investment fund.
Agenda
Tax Structuring Considerations - Fund Level
- Choice of Entity
- Choice of Jurisdiction
- Advanced Structures: Parallel Funds, Master-Feeder Funds, Use of Blockers
Tax Structuring Considerations - Investor Level
- Tax Issues for U.S. Taxable Investors (Including Impact of Tax Reform)
- Tax Issues for U.S. Tax-Exempt Investors - UBTI and Structuring Solutions
- Tax Issues for Non-U.S. Investors - ECI and Structuring Solutions
Tax Structuring Considerations - General Partner and Fund Manager Level
- Carried Interest and Management Fee Structuring Considerations
- Tax Implications of the Grant of Profits Interests, Vesting Restrictions, Adding New Principals, and Other Common Manager Arrangements
- Proposed Section 1061 Carried Interest Regulations: Issues and Structuring Solutions
Speakers
Olga A. Loy,
Winston & Strawn LLP- Co-chair of Tax Practice at Winston & Strawn LLP
- Represents funds and fund sponsors in tax structuring, negotiating, and forming private equity and venture capital funds
- Plans and structures other complex business transactions, including corporate mergers and acquisitions, leveraged buyouts, recapitalizations, and venture capital investments
- Counsels investment advisers, hedge funds, small business investment companies, registered investment companies, and broker-dealers across a wide range of investment management, securities, and general corporate matters
- Adjunct professor the University of Illinois College of Law, where she teaches a course on private investment funds and introduces students to business, securities, and tax issues relating to private investment funds with an emphasis on private equity, venture capital, and hedge funds
- Prolific writer, speaker, and moderator on topics related to tax and fund programs and is regularly quoted in the press
- Recent speaking engagements include "Qualified Small Business Stock, Carried Interest Tax Planning and Other Tax Considerations for PE Funds," 2020 NY SBIC CFO Fund Conference (January 22, 2020); "78th Institute on Federal Taxation," NYU Institute on Federal Taxation (October 20-25, 2019, November 10-15, 2019); "Tax Considerations for Private Equity Funds," 2019 SBIC Fund Conference (June 17-18, 2019); "Guaranteed Payments IRC 199A Regulations: Maximizing QBI Benefits," American Bar Association Tax Meeting (May 9-11, 2019); "Guaranteed Payments Under IRC 199A Regulations: Year-End Strategies to Maximize QBI Benefits,” Webinar, (December 3, 2018); "Tax Considerations for Private Equity Funds,", 2018 SBIC Fund Conference (June 18-19, 2018); "Implications of the Tax Reform for Private Equity Funds," PE CFO Roundtable Conference (November 8, 2018); "Tax Reform Implications - A Practical Guide for General Partners," SBIA Western Private Equity Conference (April 18, 2018)
- J.D. degree, magna cum laude, University of Illinois
- Can be contacted at 312-558-6338 and oloy@winston.com
Who Should Attend
This live webinar is designed for accountants, tax managers, tax preparers, accounts payable professionals, bookkeepers, CFOs, controllers, business managers and owners, presidents, vice presidents, CEOs, operations managers, and consultants.
