Private Equity Securities & Exchange Commission

News & Analysis as of

A Compilation of Enforcement and Non-Enforcement Actions

Compliance Issues With Private Equity Fund Managers Remains a Concern With the SEC - In May of last year, the SEC rang the alarm bells after conducting sweep examinations of private equity fund managers. At that time, the SEC...more

The Financial Report - Volume 4, No. 10 • May 2015 (Global)

Discussion and Analysis - One of the earliest, and certainly one of the most famous, computers of all time is HAL 9000, the sentient computer that controls the systems of the Discovery One spacecraft and interacts with...more

The SEC’s Current Views on Private Equity OCIE is still focused on fees and expenses, but also is turning its attention to real...

As a follow-up to last year’s “Spreading Sunshine in Private Equity” speech, in which then-OCIE Director Andrew Bowden stated that the SEC had found that more than half of the funds examined by OCIE had allocated expenses and...more

ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The...more

IPOs - Attractive Exit Alternative For Financial Sponsors

The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to...more

SEC Radically Revamps Regulation A - Part 1

Eligibility and Offering Size - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted securities”...more

OCIE Speaks On Private Equity Deficiencies

Marc Wyatt, Acting Director, Office of Compliance Inspections and Examinations, of the SEC, recently gave his views on serious deficiencies found in examinations of private equity advisors at a conference attended by private...more

The SEC Continues to Turn Up the Heat on Private Equity’s Fees, Expenses and Valuation Practices

On April 3, 2015, The Wall Street Journal reported that private equity adviser Fenway Partners LLC (Fenway) received a Wells Notice from the U.S. Securities and Exchange Commission (SEC) in March 2015 regarding Fenway’s...more

Private Equity Fund Managers: Annual Compliance Reminders and New Developments

A summary of a private equity firm’s compliance obligations, a discussion of notable developments in 2014 and highlights of the SEC’s examination priorities for 2015. US federal laws and regulations, as well as the...more

"SEC Focus Results in Investment Adviser Fee and Expense Changes"

Recent efforts by the Securities and Exchange Commission (SEC) to bring concentrated regulatory attention to investment managers sharpened over the past year to include a particular focus on the private equity and hedge fund...more

What’s Really Going on with PE Firms’ Fees?

Pepper Hamilton LLP, a multi-practice law firm that represents private equity clients throughout the life cycle of an investment fund, recently partnered with PEF Services and PEI to conduct a survey of 104 U.S. alternative...more

SEC Focus on Disclosure Issues for Municipal Securities, Private Equity and ETFs

At the recent Columbia Law School Conference, “Hot Topics: Leading Current Issues in Securities Regulation and Enforcement,” SEC Commissioner Kara M. Stein’s keynote address focused on a number of transparency and disclosure...more

Private Equity Endures Heightened Public Scrutiny

The public scrutiny on private equity fund sponsors has continued to intensify this month, evidenced by at least three recent events. First, the government announced that it was probing performance figures at private...more

Private Equity Websites and General Solicitations: A Case of Overzealous Hypersensitivity?

It’s a well-settled law of physics: for every action, there’s a reaction. In some cases, there’s overreaction – generally best avoided, but a phenomenon to which many private equity funds may have fallen victim. Here, we...more

Orrick's Financial Industry Week in Review

EBA Updates Single Rulebook Q&As - On October 17, the European Banking Authority (EBA) updated its Q&As on the single rulebook, publishing two new answers to questions relating to supervisory reporting and credit risk....more

Focus on Private Equity - October 2014

Proposed EU Merger Review of Non-Controlling Minority Shareholding Acquisitions: Challenges and Opportunities for Private Equity - At present, the EU Merger Regulation [Council Regulation (EC) No 139/2004] (the Merger...more

Private Equity Fees and Expenses [Video]

Pepper partner and co-chair of the firm's Funds Services Group, Julia D. Corelli, recently presented at a special luncheon for the CFA Society of Philadelphia where she discussed how PE firms' fees and expenses are being...more

SEC Brings First Action Against a Private Equity Fund Adviser for Misallocation of Portfolio Company Expenses

On September 22, 2014, the Securities and Exchange Commission (“SEC”) charged private equity fund adviser Lincolnshire Management, Inc. (“Lincolnshire”) with breaching its fiduciary duty to two of its private equity funds by...more

SEC Charges Private Equity Sponsor for Misallocation of Expenses on Integrated Portfolio Companies

The SEC charged a private equity sponsor with breaching its fiduciary duty to a pair of private equity funds by sharing expenses between a company in one’s portfolio and a company in the other’s portfolio in a manner that...more

SEC Examinations of Newly Registered Private Fund Advisers Wind Down

In testimony before Congress, SEC Chair Mary Jo White noted that she anticipates SEC staff will conclude a two-year initiative to conduct focused, risk-based exams of newly registered private fund advisers in October 2014. ...more

Three Disclosure Areas of Focus for Private Equity Firms Given Increased SEC Oversight

The private equity space is an area of increased scrutiny for the SEC. The SEC’s Office of Compliance Inspections and Examinations (OCIE) earlier this year announced its intentions to examine a significant percentage of never...more

Crowdfunding: How the Web and Social Media are Changing the Face of Real Estate Investment

Crowdfunding is a new financing model through which providers and consumers of equity or debt capital can come together and finance specific investments or investment entities. Although still in its infancy, crowdfunding has...more

New ACE Portal/NYSE Platform Could Facilitate Private Equity Fund Raising

An enduring challenge of private equity is fund raising, whether in connection with fund formations, portfolio company financings or limited partner secondary sales. The recent modification of the SECs rules on general...more

Private Equity Fund Charged by SEC with Violation of the Pay-to-Play Rules for Investment Advisors

The Securities and Exchange Commission ("SEC") recently announced that it had charged TL Ventures, a Philadelphia-area private equity firm (the "Firm") with the first ever case involving a violation of the "pay-to-play...more

Expect Focus - Catching The Next Wave, Regulatory and Litigation Developments - Volume II, Spring 2014

In This Issue: - IN THE SPOTLIGHT ..Private Equity: The Next Wave of SEC Enforcement Actions? - LIFE INSURANCE ..How to Fight a STOLI Scheme: Court Rulings Offer Clues ..STOA Schemes Face...more

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