Structuring Venture Capital, Private Equity and Entrepreneurial Transactions, 2024 Edition

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, Rules, and Regulations
• 2400 Bankruptcy Code
• 2500 State Fraudulent Conveyance Statutes
• 2600 Delaware Corporate, Partnership, and LLC Statutes
• 2700 Cases
• 2800 Other Materials

Jack S. Levin is a senior partner in the international law firm of Kirkland & Ellis LLP and a lecturer at both Harvard and University of Chicago Law Schools. He is a graduate of Harvard Law School (summa cum laude , first in a class of 500, officer of the Harvard Law Review), a CPA (winner of the Illinois Gold Medal), and former assistant to the Solicitor General of the United States for tax matters (arguing 8 tax cases to the Supreme Court, 12 to the Federal Court of Appeals, and trying 3 tax cases). For Wolters Kluwer Law & Business, he is co-author of both Mergers, Acquisitions, and Buyouts and Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions. In 2013 American Lawyer magazine named him one of the 50 American lawyers who “over the last 50 years have had an outsize impact on the legal profession” by helping to “lay the legal groundwork for the then nascent private equity industry.” In 2014, Best Lawyers in America publication recognized him as one of the few attorneys who have been honored continuously in all 30 of its annual editions since its 1983 inception. He has received lifetime achievement awards from Chambers Global, Association for Corporate Growth Chicago, and Illinois Venture Capital Association. He is past chair of the ABA Subcommittee on Taxation of Corporate Distributions and former member of the Executive Committee of the Chicago Bar Association’s Taxation Committee.

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 Globaleach 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.