What to Expect From Today’s SEC Examinations and Enforcement Relating to PE Management Fees and Expenses (Part One of Two)

In the realm of PE, the SEC's watchful eye has sharpened, ushering in a new era of intensified scrutiny. This heightened focus is notably apparent through the recent surge in enforcement activities, specifically targeting the traditionally stable realm of fees and expenses. While sponsors have historically grappled with these financial intricacies, the evolving regulatory landscape demands renewed attention and strategic adaptation. To this end, Strafford CLE Webinars recently hosted a program examining the SEC’s increased focus on PE funds and related issues. The panel featured Willkie Farr & Gallagher partner Adam Aderton; Goulston & Storrs counsel Jaclyn Grodin; and Ropes & Gray partner Nicole Krea. The experts examined developments in the SEC’s oversight of PE funds, notable enforcement actions and best practices to minimize private fund advisers’ exposure to SEC criticism. This first article in a two-part series discusses the panel’s examination of the SEC’s heightened scrutiny of PE funds and advisers, particularly emphasizing management fees and expenses. It underscores the SEC’s keen interest in tackling conflicts of interest and potential shortcomings in fee and expense disclosures within the PE sector. It also delves into proposed regulatory changes that have the potential to reshape the management and oversight of PE funds. Part two will emphasize the importance of transparent disclosure, adherence to governing documents, and diligent investor due diligence as best practices for PE sponsors to minimize SEC scrutiny. For further insights from Aderton as a former co-chief of the Division of Enforcement’s Asset Management Unit, see our two-part series on the SEC’s FY 2022 Enforcement Review: “A Year of Compliance Sanctions and Warnings for Fund Managers” (Jan. 12, 2023); and “Lessons When Preparing for 2023 and Exam Trends to Monitor” (Jan. 26, 2023).

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