After-tax vs gross clawback
Last updated
Quick Answer
An after-tax clawback limits the general partner's repayment obligation to carry net of the tax it paid on that carry; a gross clawback does not.1,2
What it is
Because carry is taxed when received, a general partner required to return the full gross amount repays money it never kept. An after-tax formulation caps the obligation at the net figure, usually by reference to an assumed tax rate written into the agreement. The difference falls on limited partners, which is why the point is negotiated.1,2
Operational context
What good looks like
Why It Matters
Whether the obligation is gross or net of tax decides how much a limited partner actually recovers. The vacated 2023 SEC Private Fund Adviser Rules would have restricted post-tax formulations; they were struck down and impose nothing.1
Term Family
Related concepts
Frequently Asked Questions
What is After-tax vs gross clawback in venture capital?
Because carry is taxed when received, a general partner required to return the full gross amount repays money it never kept. An after-tax formulation caps the obligation at the net figure, usually by reference to an assumed tax rate written into the agreement.
Why is After-tax vs gross clawback important for startups?
Understanding After-tax vs gross clawback is critical for founders navigating the fundraising process. It directly impacts deal terms, valuation, and the relationship between founders and investors.
Sources & References
- 1.ilpa-principles-3 — ILPA Private Equity Principles 3.0 (2019)ILPA Private Equity Principles 3.0 (2019)ILPA(An after-tax clawback limits the general partner's repayment obligation to carry net of the tax it paid on that carry; a gross clawback does not.)primary · T1 · vesting-clawback · term
- 2.ilpa-model-lpa-wof-ts — ILPA Model LPA Term Sheet — Whole-of-Fund Waterfall Version (July 2020)ILPA Model LPA Term Sheet — Whole-of-Fund Waterfall Version (July 2020)ILPA(An after-tax clawback limits the general partner's repayment obligation to carry net of the tax it paid on that carry; a gross clawback does not.)primary · T1 · vesting-clawback · term
- 3.duanemorris-clawbacks — Private Equity Funds: Clawbacks and Investor GivebacksPrivate Equity Funds: Clawbacks and Investor GivebacksDuane Morris LLP(An after-tax clawback limits the general partner's repayment obligation to carry net of the tax it paid on that carry; a gross clawback does not.)secondary · T2 · vesting-clawback · term
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