Open Forest
Corporate Governance

Carried Interest

/ˈkærid ˈɪntrəst/

Discover the concept of carried interest, its significance in private equity and venture capital, and how it impacts fund managers and investors alike.

How does Carried Interest work in practice?

Carried interest only kicks in after investors receive their initial capital back, plus a minimum return (called the "hurdle rate").

If a fund turns €100 million into €200 million, the fund managers might receive 20% of that €100 million profit as carried interest, whilst investors receive the remaining 80%.

Why should founders understand Carried Interest?

Understanding carried interest helps you grasp your investors' motivations and timelines.

Fund managers need significant returns to earn their carried interest, which explains why they push for ambitious growth targets and eventual exits through acquisition or public listing.

When does Carried Interest get paid out?

Carried interest typically gets distributed when investments are sold or "exited," not whilst companies are still privately held.

This means your venture capital investors are incentivised to push for an exit event within their fund's typical 7-10 year lifecycle.

Where would I first see Carried Interest?

You'll most likely first encounter "carried interest" when negotiating with a venture capital fund or private equity firm, where the investment professionals explain that part of their compensation comes from a share of the profits they generate for investors, rather than just management fees.

What's the difference between Carried Interest and management fees?

Management fees (usually 2% annually) cover a fund's operating costs and pay salaries, whilst carried interest represents the real profit opportunity for fund managers.

This structure ensures fund managers are focused on generating returns, not just collecting steady fees.

How does Carried Interest affect my company's timeline?

Because carried interest depends on profitable exits, your investors will likely encourage faster growth and earlier exit opportunities than you might prefer.

Fund managers approaching the end of their fund's life may push particularly hard for exits to secure their carried interest.

Does Carried Interest impact my negotiations with investors?

Indirectly, yes. Investors backed by carried interest structures need each investment to potentially return the entire fund, meaning they'll favour companies with massive market opportunities.

They'll also negotiate harder on valuations and terms that protect their ability to achieve returns above the hurdle rate.

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