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Program Description

Structuring and Negotiating Private Equity Investments




Approved for CLE credit in: AK,AZ,CA,ME,MO,ND,NJ,NY,WV

This program will provide an overview of the contractual, regulatory, tax and economic issues involved in structuring and negotiating private equity investments from a private equity fund perspective. It will cover basic private equity fund structures and terms, their impact on private equity investments, and associated tax and regulatory issues facing private equity fund investors. In addition to addressing private equity fund structures and issues, topics covered will include co-investment structures and direct private equity transactions, primary and secondary investments in private equity funds, as well as 'direct secondary' investments. The program will also address issues and considerations arising under the US Investment Advisers Act of 1940, the US Securities Act of 1933, the US Employee Retirement Security Act of 1974, and relevant US and non-US tax considerations. Finally, the program will cover recent trends and developments affecting the private equity investment market in light of recent economic and regulatory developments.

Provided By: New York City Bar


Introduction and Overview

Private Equity Funds Overview

General Private Equity Investment Structuring and Regulatory Issues

Direct Investments and Co-Investment Structures

Primary & Secondary Fund Investments

Market & Regulatory Developments

CLE Credit Information

Click on the state abbreviation to find the CLE Credit Information for your state.

This program is has been approved for credit in AK,AZ,CA,ME,MO,ND,NJ,NY,WV

Experienced attorneys only (non-transitional)

Similar Programs

No related programs information available.

Panelist Biographies


Senior Managing Director International Tax Services


Vice President and General Counsel
Goldman Sacs & Co.


Paul, Weiss, Rifkind, Wharton & Garrison

Marco V. Masotti is the Deputy Chair of the corporate department and co-head of the firm's Private Equity Group. He focuses on the organization and operation of a wide variety of private investment funds, including buyout funds, hedge funds, hybrid funds, distressed funds, mezzanine funds, seed capital funds, venture capital funds, co-investment funds and funds of funds.


Managing Director and Deputy General Counsel

John P. Hornbostel is ,Managing Director and Deputy General Counsel Global Head of Alternatives Legal, AIG Investments, New York. Mr. Hornbostel joined AIG in 1997 and is the lead attorney for alternative investment group. He is responsible for providing quality legal services with respect to all aspects of the business, including product development, capital raising, buy side investments, special projects and compensation issues. Mr. Hornbostel has played an integral role in structuring and organizing all AIG and AIG Investments sponsored private equity funds. Mr. Hornbostel led the legal team in connection with the Pine Street transaction, which was the first ever transaction of its kind to receive an AAA rating from S&P and a Aaa rating from Moody's on its senior debt tranche without credit support. Prior to joining AIG, Mr. Hornbostel was at White & Case (in New York and Prague), where he worked on a wide range of transactions, including domestic and international project financing, acquisitions, joint ventures, and privatizations. Mr. Hornbostel received a BA in American History with a minor in Spanish from Middlebury College and a JD from Fordham University School of Law. He is admitted to the New York State Bar and sits on the Committee of Private Investment Funds at the Association of the Bar of the City of New York.

Philip H. Harris

Skadden, Arps, Slate, Meagher & Flom

Philip H. Harris is a partner at Skadden Arps where he represents a broad range of issuers, underwriters and investment advisers in both registered and private offerings of various types of funds and fund structures, including corporations, partnerships, LLCs, LDCs and trusts. These include U.S. as well as international hedge funds, registered funds, private equity funds and customized offshore products. He also provides ongoing regulatory advice related to these entities and their activities in the capital markets. With respect to international matters in which investment company issues arise — including project finance, corporate finance, and merger and acquisition transactions — Mr. Harris assists in structuring, financing and related matters. Mr. Harris has represented numerous hedge fund and private equity fund managers, broker-dealers, banks and insurance companies in structuring a variety of types of private direct investment and fund of funds. He was the lead attorney representing the consortium that recapitalized Long-Term Capital Management, and has been an adviser in a number of crisis situations involving private funds including, Durus, Amaranth and Madoff. Mr. Harris has extensive experience in fund governance, crisis management and fund structuring issues. While his practice emphasizes asset management, Mr. Harris also works on related general corporate and securities matters. Mr. Harris was included in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, Who’s Who Legal - Private Funds and The Best Lawyers in America.



Focuses on advising offshore and U.S. alternative investment fund sponsors on the structuring, operation and regulation of a broad range of private funds, including hedge funds, funds of funds and private equity funds. She regularly advises on fund and management company formations and acquisitions, seeding deals, secondary sales, co-investments, global marketing and ongoing compliance issues. Lorna also advises distributors, administrators and other private fund service providers, and institutional investors in private funds. Lorna originally qualified as a solicitor in Ireland, working for a major Dublin firm, and subsequently practiced in New York, where she is a member of the bar, and London (she is also admitted as a solicitor in England and Wales).


Vice President
Goldman Sachs

John F. Aiello is a Vice President of Goldman Sachs and is Counsel to the Private Equity Group. The Private Equity Group was founded in 1996 and raised its first fund in 1997. The Private Equity Group now has over 75 employees, including 23 full-time investment professionals. Since its founding, the Private Equity Group has become one of the leading fund-of-funds and secondary funds providers in the world, with $14 billion of aggregate committed capital. Mr. Aiello joined Goldman Sachs in 2004 and is responsible for providing legal and structuring services to the Private Equity Group. In addition to his duties with the Private Equity Group, Mr. Aiello also serves as Counsel to the Real Estate Alternative Asset Group of Goldman Sachs. Prior to joining Goldman Sachs, Mr. Aiello was a member of the Private Equity Group at Weil, Gotshal & Manges LLP, where his experience included the formation and structuring of private equity funds and secondary private equity and venture capital transactions, as well as mergers and acquisitions. Mr. Aiello received a B.A., magna cum laude, from New York University, and a J.D. from Georgetown University, and is a member of the New York Bar.



Stephen has been a partner in the New York office of King & Spalding in the Private Equity & Investment Funds Group since 2004. He led the New York private funds and asset management practice, focusing primarily on representing sponsors of private equity funds, real estate funds, hedge funds and funds of funds in connection with the structuring, establishment and operation of such fund products. He also represents clients with respect to the regulatory aspects of forming and investing in private funds.

Prior to joining King & Spalding, he was a member of the Goldman, Sachs & Co. Legal Department from 1997. In that capacity he supported Goldman Sachs' Investment Management Division, focusing on Goldmans' direct hedge funds, private equity fund of funds and fiduciary businesses. Stephen was a Vice President and Associate General Counsel at Goldman and also served as Legal Director to Goldman Sachs Asset Management¿s Private Equity Group, which is today the world's largest private equity fund of funds complex. Before joining Goldman Sachs, he was an associate with Akin Gump Strauss Hauer & Feld LLP and Coudert Brothers.

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Structuring and Negotiating Private Equity Investments



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