Private Equity and Venture Capital
A 38-chapter professional guide to the architecture, economics, and craft of private markets — from fund structure and LPAs to sourcing, diligence, valuation, term sheets, value creation, exits, secondaries, and the regulatory and macro frame in which all of it operates. Written for the technically literate beginner who wants to reach practitioner fluency.
The Landscape and Architecture of Private Markets
Six chapters on what private markets actually are, who participates, why illiquid capital exists at all, and the history that produced today's landscape.
Why Private Markets Exist
The illiquidity premium and what stays off the public market
The Private Equity Universe
Buyouts, growth, venture, credit — and why the labels matter
The Venture Capital Sub-Ecosystem
Pre-seed to crossover, and what each stage actually buys
Key Participants
GPs, LPs, advisors, and the supporting cast
Historical Development and Market Cycles
From the 1980s LBO wave to 2024 rate normalization
Performance, Benchmarks, and the Case for Alternatives
IRR, TVPI, DPI, PME — and what the data actually says
Fund Economics, Legal Structures, and Fundraising
Six chapters on the legal architecture of a fund, the LPA's negotiated terms, the carry waterfall, GP/LP alignment, and how a fund actually gets raised.
The Limited Partnership Structure
GP entity, management company, parallel funds, and offshore feeders
The Limited Partnership Agreement
Investment period, key-man, removal rights, and the LPAC
Fund Economics
Management fees, carried interest, hurdles, and the waterfall
GP/LP Dynamics
Alignment, governance, and the ILPA Principles
Fundraising
PPM, roadshow, DDQ, and how a close actually happens
LP Types and Allocation Frameworks
Endowments, pensions, sovereigns, family offices — and pacing models
Sourcing, Diligence, and Valuation
Eight chapters on deal sourcing, screening, commercial and financial diligence (including QofE), valuation by every relevant method, and the discipline of the investment thesis.
Deal Sourcing
Proprietary flow versus the auction
Screening and Initial Assessment
How to read a CIM and decide quickly
Commercial and Operational Due Diligence
Market sizing, cohorts, unit economics, and management
Financial Diligence and Quality of Earnings
Normalizing EBITDA and stress-testing the projections
Valuation I — Comparables and Precedent Transactions
Mean, median, control premium, and the right peer set
Valuation II — DCF, LBO, and Venture Methods
Building the LBO from scratch and pricing the venture round
The Data Room
What it should contain, what it tells you about management
Investment Thesis Construction
A falsifiable hypothesis with explicit value levers
Term Sheets, Cap Tables, and Governance
Seven chapters on term sheets, liquidation preferences, anti-dilution, cap-table mechanics, board governance, protective provisions, and employee equity.
The Term Sheet
Valuation, control, and the option pool shuffle
Preferred Stock and Liquidation Preferences
Modeling who gets paid what across exit prices
Anti-Dilution Mechanics
Broad-based weighted average versus full ratchet
Cap Table Mechanics
Common, preferred, options, SAFEs, and conversion math
Board Composition and Fiduciary Duties
Care, loyalty, Revlon, and the failure modes that destroy value
Protective Provisions and Control Rights
Consent rights and shareholder agreements in practice
Employee Equity
ISOs, NSOs, 83(b), vesting, and the alignment design problem
Value Creation, Exits, and Liquidity Pathways
Six chapters on the operating playbook, 100-day plans, exit route selection, the IPO process, the secondary market, and continuation vehicles.
The Operating Playbook
Multiple expansion, leverage paydown, and EBITDA growth
The 100-Day Plan and Portfolio Governance
Quick wins, reporting cadence, and management upgrades
Exit Planning and Route Selection
Strategic, sponsor-to-sponsor, IPO, dividend recap, and partial sale
The IPO Process and Sponsor Roles
S-1, roadshow, pricing, lockup, and overhang
The Secondary Market
LP-led portfolio sales and how a 90¢-on-the-dollar deal gets priced
Continuation Vehicles and GP-Led Secondaries
Mechanics, conflicts, LPAC consent, and the $100B-a-year market
Advanced Topics and Expert Casework
Five chapters of advanced material: sector investing, market cycles, the regulatory framework, the IC memo's craft, and three integrated end-to-end cases.
Sector Investing — AI, Deep Tech, and Space
Three sector theses and what makes each different
Market Cycles, Vintage Years, and Macro Sensitivity
Why the year you deploy matters more than the deal you do
Legal and Regulatory Foundations
Advisers Act, Rule 506, ERISA, AIFMD, and the 2023 Private Fund Adviser Rules
The Investment Committee Memo
Structure, voice, and the difference between a recommendation and a wish
Integrated Expert Casework
An LBO, a Series B, and an LP secondary — beginning to end
A note before you begin
This is a long-form, primary-source-anchored guide. Parts I and II build the vocabulary and the legal architecture; Parts III and IV are the deal craft; Parts V and VI are the lifecycle work, the macro frame, and the integrated casework that ties everything together. Read straight through for the full arc, or jump in wherever your problem lives. Where you need definitions, the glossary is organised by theme.