There are numerous demands on founders’ time and attention when starting a new PE firm, and the firm’s internal arrangements are likely to be put on hold until after the enterprise is underway. Frequently, however, internal arrangements do not reemerge at the top of the priority list until a strategic transaction is on the horizon or partners wish to leave the firm, and it may not be so easy to resolve any outstanding issues by that point. Those and other related issues of upper-tier structures were addressed by an expert panel at the Practising Law Institute’s recent Advanced Issues in Private Funds 2021 program. The panel was moderated by Paul Weiss partner Udi Grofman and featured Whitney A. Chatterjee, partner at Sullivan & Cromwell; Olga Gutman, partner at Simpson Thacher & Bartlett; and Amanda N. Persaud, partner at Ropes & Gray. This first article in a two-part series details fund managers’ failure to properly address internal arrangements in upper-tier documents, the circumstances that can trigger issues in the arrangements and governance issues (e.g., voting and succession planning) to consider. The second article will describe the role of restrictive covenants in managing a firm’s personnel, as well as pitfalls that may result from failing to address or review internal arrangements. See “Key Governance, Personnel and Structuring Issues to Address When Forming a PE Firm (Part One of Two)” (Nov. 17, 2020); and “PLI Panel Explores Approaches to GP Succession Planning” (Oct. 8, 2019).