Mergers & Acquisitions

Structuring Venture Capital, Private Equity and Entrepreneurial Transactions, 2014 Edition

By Jack S. Levin
Aspen June 2014

Specifications

ISBN-13
9781454809562
Publisher
Aspen
Publication
June 2014
Format
Paperback
Jurisdiction
U.S. ? Countri(es) for reference only

Details

Now, you can minimize your clients' tax liability and avoid legal pitfalls, as well as maximize returns on successful transactions and be prepared for all of the potential benefits, withStructuring Venture Capital, Private Equity and Entrepreneurial Transactions, 2014 Edition.

Here at last is one-step-at-a-time, start-to-finish structural guidance for the following common business transactions:

  • Venture capital financing
  • New business start-ups
  • Brains-and-money deals
  • Growth-equity investments
  • Leveraged and management buyouts
  • Industry consolidations
  • Troubled company workouts and reorganizations
  • Going public
  • Selling a business
  • Forming a private equity fund

Guided by Jack S. Levin and Donald E. Rocap's dynamic, transaction-by-transaction approach, you'll make the tax, legal, and economic structuring consequences of every deal benefit your client every time. In this extraordinary hands-on resource by the most sought-after authorities in the field, you'll see exactly how to:

  • Distribute the tax burden in your client's favor
  • Maximize returns on successful transactions
  • Control future rights to exit a profitable investment
  • And turn every transaction into a winning venture!

Table of Contents

  1. Introduction
  2. Structuring Start-Up Transaction
  3. Structuring Newco as Flow-Through Entity
  4. Structuring Growth-Equity Investment in Existing Company
  5. Structuring Buyout
  6. Debt and Equity Securities and Executive Deferred Compensation
  7. Structuring Consolidation of Fragmented Industry
  8. Structuring Turn-Around Investment in Overleveraged or Troubled Company
  9. Exit Strategies: Structuring IPO or Sale of PE/VC-Financed Portfolio Company
  10. Structuring Formation of Private Equity Fund

Appendix: Statutes, Regulations, and Other Precedents

Summary of Contents for Precedents

¶2000 Internal Revenue Code of 1986

¶2100 Treasury Regulations

¶2200 Revenue Procedures and Revenue Rulings

¶2300 Federal Securities Laws

¶2400 Bankruptcy Code

¶2500 State Fraudulent Conveyance Statutes

¶2600 Delaware Corporate, Partnership, and LLC Statutes

¶2700 Cases

¶2800 Other Materials

About the Author

Jack S. Levin

Jack S. Levin is a senior partner in the international law firm of Kirkland & Ellis LLP in Chicago and a lecturer at the University of Chicago Law School and the Harvard Law School. He is past chair of the ABA Subcommittee on Taxation of Corporate Distributions, a former assistant to the Solicitor General of the United States for tax matters, and a former member of the Executive Committee of the Chicago Bar Association’s Taxation Committee. He is a graduate of Harvard Law School (summa cum laude, first in a class of 500), a CPA (winner of Illinois Gold Medal), and a fellow of the American College of Tax Counsel.

Donald E. Rocap

DONALD E. ROCAP is a senior partner in the Chicago office of Kirkland& Ellis LLP, where he specializes in the tax aspects of complex transactions. Mr. Rocap is a lecturer at the University of Chicago Law School. Mr. Rocap received his undergraduate degree from Duke University and J.D. from the University of Virginia Law School, where he is a member of the Order of the Coif. Mr. Rocap has been selected as one of America’s Leading Lawyers for Business in Tax by Chambers USA every year since 2004 and as one of The World’s Leading Lawyers for Business in Tax by Chambers Global each year since 2002. Prior to joining Kirkland & Ellis LLP, Mr. Rocap was Deputy Tax Legislative Counsel (Regulatory Affairs) at the U.S. Treasury Department’s Office of Tax policy.

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