This course examines the tax and business law issues related to formation and investment policies of private equity funds and venture capital investments. The first part of the course focuses on the structure of private equity funds and tax and business law issues important to fund investors in choice of business entity. Topics include the use of U.S. and offshore entities and the special tax issues raised for tax exempt investors (unrelated business taxable income), foreign investors (effectively connected income), and funds sponsors (carried interests). Materials for this portion of the course will include private placement memoranda of private equity funds. The second half of the course addresses the business structures and tax aspects of the investments made by private equity funds. Topics include leveraged and management buyouts, portfolio companies, venture capital investments, and related tax and financing issues. If time permits, special issues raised by cross-border investments will be discussed.

Fall 2007.