Curriculum Guide · Courses

Professors Robert Crnkovich, Dawn Duncan, Judd Sher, and Eric Sloan

LL.M Seminar 859 (cross-listed) | 2 credit hours

Recent years have witnessed explosive growth in private equity funds and hedge funds. It is estimated that over $1 trillion is currently invested in hedge funds globally, and assets held by private equity funds may also exceed $1 trillion. Many law firms now have specialized practice groups focused on these investment vehicles, and the M&A tax practices of law firms and Big 4 accounting firms are often driven by private equity transactions. Given their rapid growth and economic clout, it is not surprising that private equity funds and hedge funds have attracted increasing attention in the tax-writing committees of Congress.

This course is designed to help students gain an understanding of the structure, economics, and taxation of these investment vehicles. The course will begin with a general overview of private investment funds, the different types of funds, and the main economic drivers affecting the fund, its investors, and the sponsor or general partner. We will then examine the major US tax issues that arise during the life of a fund, beginning with the consequences for investors and the general partner when the fund is organized. The course will next examine the types of investments and transactions commonly undertaken by these entities, such as venture capital investments, leveraged buyouts, and international investments. Students will study the partnership, corporate, and international tax issues that are common to each type of investment and to fund operations generally. Finally, the course will address the tax consequences of certain exit transactions, such as the sale of a portfolio company. Throughout the course, consideration will be given to the practical aspects of working in private equity, including discussion of techniques for raising capital, the deal-sourcing process, principal fund documents, and recurring legal issues outside the tax arena.

The course will include at least one session focusing on recent legislative developments affecting private equity funds, including the tax consequences of taking a fund public and the taxation of so-called “carried interests” (the profits interest earned by the general partner or sponsor).

Prerequisites: Taxation I and Taxation II or Corporate Income Tax Law I. Recommended: Partnership Taxation.