Private Equity Funds

The ERISA Litigation Newsletter - May 2013

by Justin Alex, Anthony Cacace, Doughlas Dahl, Lisa Berkowitz Herrnson, Jacklina Len, James R. Napoli, Brian S. Neulander, Myron Rumeld, Neal Schelberg | Proskauer Rose LLP on 5/13/2013

This month our articles focus on the availability of damages in complex ERISA class actions and withdrawal liability actions. Jackie Len first provides Proskauer's perspective on the implications for ERISA litigation arising...more

Private Equity - Winter/Spring 2013

by Gus Black, Carl de Brito, Daniel Dunn, Thomas Friedmann, Richard Horowitz, Jeffrey M. Katz, Steven Lorch, Roger Mulvihill, Kenneth Wang, Paul Wang, Amy Yang, Scott M. Zimmerman | Dechert LLP on 4/29/2013

In This Issue: - ILPA Guidelines Have Noticeable Impact - Extracting Tax Value in Debt Refinancings and Modifications - Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698 -...more

What Every Private Equity Fund Manager Should Know About ERISA

by The R. Bernard Law Group on 4/26/2013

What is ERISA? The Employee Retirement Income Security Act of 1974 (“ERISA”) protects the interests of employee benefit plan participants by establishing strict standards of conduct for “plan fiduciaries” – i.e.,...more

Wall Street Sales Tax Reintroduced on Capitol Hill: Likely a Significant Impact on Private Investment Funds

by David Sussman | Duane Morris LLP on 4/19/2013

On April 17, 2013, U.S. Rep. Keith Ellison (D-Minn.) reintroduced the Inclusive Prosperity Act of 2013 (H.R. 1579) (the "Bill"), a financial transaction tax that, according to its supporters, would provide the federal...more

Reminder: Deadline for Form PF Annual Filers is April 30, 2013

by Gabrielle Bernstein, Jeffrey D. Collins | Foley Hoag LLP on 4/17/2013

As a reminder, smaller private fund advisers registered with the SEC and “large private equity fund advisers” with a fiscal year-end of December 31 must file their Form PF with the SEC by April 30, 2013....more

SEC Staffer Highlights Private Fund and Private Equity Broker-Dealer Issues

by Ropes & Gray LLP on 4/10/2013

On April 5, 2013, David Blass, Chief Counsel of the SEC’s Division of Trading and Markets (which regulates broker-dealers), gave an important speech highlighting two “significant areas of concern” about broker-dealer...more

SEC Comments On Broker-Dealer Registration By Private Fund Advisers

by David Jenson | Leonard, Street and Deinard - Dodd-Frank and... on 4/8/2013

David W. Blass, Chief Counsel, Division of Trading and Markets, SEC, recently gave a speech before the American Bar Association Trading and Markets Subcommittee on April 5, 2013. The topic of the speech was whether and when...more

SEC Considering Changes To Advertising Rules By Hedge Funds And Private Equity

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 3/13/2013

Norm Champ, Director, SEC Division of Investment Management, recently noted that SEC rules prohibit certain advertisements by registered advisers. Mr. Champ noted the SEC has heard from advisers to private funds,...more

SEC Charges Private Equity Fund Advisers With Misleading Investors About Valuation And Performance

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 3/12/2013

The SEC has charged two investment advisers at Oppenheimer & Co. with misleading investors about the valuation policies and performance of a private equity fund they manage. The SEC recently hinted at potential increased...more

SEC Finding Some Hedge Funds And Private Equity Groups Are Not Complying With Custody Rule

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 3/5/2013

The SEC has issued a Risk Alert on compliance with its custody rule for investment. It notes that with respect to advisers to audited pooled investment vehicles, its examinations found some failed to meet requirements to...more

Private Equity: Blindsided by the FCPA — Hedging Against Anti-Corruption Deal Risk

by G. Derek Andreson, Marc Axelbaum, James Kelly, Ryan Sparacino, Christopher Zochowski | Pillsbury Winthrop Shaw Pittman LLP on 3/1/2013

Until a few years ago, private equity firms enjoyed relative insulation from regulatory scrutiny of overseas acquisitions and the operations of multi-national portfolio companies. No longer is that the case. Spurred by the...more

SEC Announces 2013 Examination Priorities for the Investment Management Industry

by Ropes & Gray LLP on 3/1/2013

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) has published its list and discussion of examination priorities for the investment management industry in 2013, which includes both market-wide initiatives...more

The Owner’s Manual - Winter 2013

by Duane Morris LLP on 2/25/2013

In This Issue: Introduction; Partnering with Private Equity Firms; Beyond Bank Borrowing: Mezzanine Funds & Growth Captial; The Auction Block: Finding the Right Buyer for Your Company; First Steps: “Don’t Let Your Exit...more

Form PF Filing Deadlines Loom For Midsized Hedge And PE Fund Advisers – Some Key Mechanical And Timing Issues

by Gregory Nowak, Matthew R. Silver | Pepper Hamilton LLP on 2/25/2013

By now, most investment advisers registered with the Securities and Exchange Commission (SEC) have either (a) filed a Form PF, (b) are preparing to file a Form PF, (c) have determined that, since they do not advise “private...more

Private Equity Fund Considerations In Light Of Delaware’s LLC Debate

by Christopher Chuff, Matthew Greenberg, James Rosener | Pepper Hamilton LLP on 2/25/2013

Originally published in Private Equity and Contract Law360 on February 20, 2013. Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more

Hedge Funds And Private Equity Groups On SEC Examination Priority List

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 2/25/2013

The Office of Compliance Inspections and Examinations, or OCIE, administers the SEC’s nationwide examination and inspection program. The National Examination Program, or NEP, has published its examination priorities to...more

New Freedoms & Heightened Scrutiny Complicate the US Private Fund Marketing Environment

by Thomas M. Devaney | Morrison & Foerster LLP on 2/22/2013

Originally published in CorporateLiveWire on February 21, 2013. The last few years have witnessed tectonic shifts in U.S. laws and regulations that effect the management and operations of hedge funds, private equity...more

ESMA Publishes Final AIFMD Remuneration Guidelines

by Proskauer Rose LLP on 2/15/2013

On 11 February 2013, the European Securities and Markets Authority (ESMA) published its final Guidelines on remuneration of alternative investment fund managers (AIFMs) under the Alternative Investment Fund Managers Directive...more

Important Dates and Reminders for Investment Management Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and...

by Jeffrey D. Collins, Meredith Haviland | Foley Hoag LLP on 1/28/2013

Annual Compliance Reviews - All investment advisers registered with the Securities and Exchange Commission (“SEC”) are required to review their compliance policies and procedures at least annually (and best practice is...more

After the Love is Gone – Tax Planning Considerations for Private Equity and Venture Capital Fund Managers in a Post-Carried...

by Gerald Nowotny on 1/28/2013

Overview - The issue of carried interest taxation as obscure an issue as it is, has gotten all kinds of attention in the media over the last several years. Most recently, the issue garnered national attention during...more

SEC Official Describes Enforcement Priorities For Hedge Funds

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 12/28/2012

Bruce Karpati, Chief, SEC Enforcement Division’s Asset Management Unit, recently described enforcement priorities with respect to hedge funds. He noted the Asset Management Unit, comprised of 75 staff across 11 offices,...more

Potter Anderson Serves as Counsel to ICE in $8.2 Billion Agreement to Acquire the New York Stock Exchange

by Michael K. Reilly, Michael B. Tumas | Potter Anderson & Corroon LLP on 12/21/2012

IntercontinentalExchange, Inc., an operator of global markets and clearing houses, and NYSE Euronext, a global equity, equity options and fixed income derivatives market operator, announced a definitive agreement for ICE to...more

GPL Insurance for Private Equity Firms – What Questions To Ask

by Elizabeth G. Kurpis, Heidi A. Lawson | Mintz Levin - Corporate & Securities on 12/12/2012

Many private equity firms are concerned about their liabilities, including exposure to lawsuits for breach of fiduciary duty, claims for wrongful acts or omissions, and regulatory or securities investigations. One of the best...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Executive Compensation and Benefits Alert: Decision Clarifies That PE Funds Are Not Subject to 'Controlled Group' Liability"

by Stuart N. Alperin, Michael R. Bergmann, Peter C. Krupp, Neil M. Leff, Ron E. Meisler, Alessandra K. Murata, Regina Olshan, David C. Olstein, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 11/28/2012

Private equity funds (PE funds) and their advisors long have been concerned that a fund (or its other portfolio companies) may be liable for unfunded pension plan liabilities of one of its portfolio companies. However, in a...more

IRS Delays Implementation of FATCA Tax Reporting Rules

by Katten Muchin Rosenman LLP on 10/31/2012

The Internal Revenue Service this week released Announcement 2012-42 (the Announcement), which postpones until 2014 the need for foreign hedge funds and private equity funds to request Foreign Account Tax Compliance Act...more

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