An introduction for private fund managers and investors
Private investment funds operate in the gray area of US tax law because numerous material rules cannot be clearly applied to the sector. PEI’s practical guide US Tax Considerations for Investment Fund Structuring offers much-needed clarity for fund managers and investors in what is a highly complex area. Download a free extract
Developed and edited by leading private funds and tax planning lawyer Arnold May of Proskauer Rose LLP, this book is a must-have primer on the US tax considerations of structuring a private fund, identifying specific issues frequently encountered and presenting practical solutions.
The guide is split into three sections:
- Section 1 sets out the building blocks of the US tax system, helping readers to understand the issues relevant to specific investor types, including Sovereign Wealth Funds, US tax-exempt investors and non-US persons.
- Section 2 analyses the impact of US tax laws on fund structures.
- Section 3 discusses US tax issues specific to fund managers – management company structures and estate-planning matters.
Recommended reading for:
- Private fund managers
– US-based and non-US GPs investing in the US
- Limited Partners
– both US and non-US
Tax advisers and consultants
Editor: Arnold May, Proskauer Rose LLP
Arnold P. May is a partner in the private investment funds group and a member of the tax department at Proskauer. His practice focuses on tax planning for private equity fund managers in connection with their fundraising and internal organizational matters, as well as investment activities.
In addition, Arnold represents US and non-US investors in connection with their investments in venture capital funds, buyout funds, hedge funds and other investment partnerships. In this capacity, as well as in connection with advising private equity funds with respect to their investment activities, he regularly advises on international tax issues that arise in connection with investments in the US by non-US investors (including non-US investors subject to special US tax treatment, such as governmental pension plans and tax-exempt organizations), as well as investments outside of the US by US persons.
Arnold also has significant experience structuring taxfree and taxable mergers and acquisitions (including cross-border transactions), equity compensation arrangements and innovative financing techniques for investments in taxtransparent entities such as partnerships, limited liability companies and Subchapter S corporations.
Arnold obtained his BA from Rutgers College, a JD from the University of San Diego School of Law and his LLM from the University of Florida Levin College of Law.
- Joan Arnold, Pepper Hamilton LLP
- Ira G. Bogner, Proskauer Rose LLP
- D. Alexander Campbell, Proskauer Rose LLP
- Jay Bakst, EisnerAmper LLP
- Lindsay M. Fainé, Squire Patton Boggs LLP
- Brett D. Fieldston, Akin Gump Strauss Hauer & Feld LLP
- Rachel A. Hughes, Proskauer Rose LLP
- Scott S. Jones, Proskauer Rose LLP
- Mary Kuusisto, Proskauer Rose LLP
- Stuart E. Leblang, Akin Gump Strauss Hauer & Feld LLP
- Donald V. Moorehead, Squire Patton Boggs LLP
- Jeremy Naylor, Cooley LLP
- Amanda H. Nussbaum, Proskauer Rose LLP
- Jamiel Poindexter, Proskauer Rose LLP
- David Roby, Sutherland Asbill & Brennan LLP
- Christopher Rossi, Pepper Hamilton LLP
-Ivan Taback, Skadden Arps Slate Meagher & Flom
By Arnold May, Proskauer Rose LLP
Section I: The US Tax System
1. US partnership tax and tax considerations for US persons investing in private funds
By Mary Kuusisto, Proskauer Rose LLP
2. Tax considerations for US tax-exempt investors
By Jeremy Naylor, Cooley LLP
3. US tax considerations for non-US persons investing in private investment funds
By Jamiel Poindexter and D. Alexander Campbell, Proskauer Rose LLP
4. Tax considerations for Sovereign Wealth Funds
By Donald V. Moorehead and Lindsay M. Fainé, Squire Patton Boggs LLP
5. FATCA: A primer for private investment funds
By Jay Bakst, EisnerAmper LLP
Section II: Fund structures
6. Private investment fund structures
By Arnold May, Proskauer Rose LLP
7. Tax and legal issues associated with lending fund structures
By Stuart E. Leblang and Brett D. Fieldston, Akin Gump Strauss Hauer & Feld LLP
8. Business development companies: A public alternative
By David Roby, Sutherland Asbill & Brennan LLP
9. Tax issues arising when investing in US real estate funds
By Amanda H. Nussbaum and Rachel A. Hughes, Proskauer Rose LLP
10. US tax issues relating to Small Business Investment Companies
By Joan Arnold and Christopher Rossi, Pepper Hamilton LLP
11. Key considerations for fund managers with ERISA investors
By Ira G. Bogner, Proskauer Rose LLP
Section III: US Tax Considerations for Fund Managers
12. Management company structuring: US tax considerations
By Scott S. Jones, Proskauer Rose LLP
13. Estate planning considerations for private investment fund managers
By Ivan Taback, Skadden Arps Slate Meagher & Flom