SEC Enforcement Action Targets PE Sponsor’s Write‑Down Mechanics and Related Disclosures to LPs

Numerous times in the past, the SEC has expressed concerns about, and offered guidance related to, how private fund managers calculate their fees or perform related valuations that affect such fees. The Commission, however, is now taking a more proactive approach to emphasize the point by issuing yet another enforcement action against a PE sponsor for improperly calculating the write-down of an impaired asset, which, in turn, resulted in excessive management fees being charged to LPs. This article summarizes the relevant facts in the settlement order and offers key takeaways for PE sponsors from several industry experts. The article also suggests several measures that sponsors can take to avoid similar SEC scrutiny in the future, including eliminating write-downs from future post-commitment period management fee calculations. For a recent SEC action targeting valuations, see “SEC Enforcement Action Scrutinizes Substantive Details of Level‑3 Valuation Policies and Procedures” (Jun. 29, 2023).

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