Investor Pressure Drives New Performance Compensation Models and Increased Disclosure Obligations for Managers

As investors grow increasingly aggressive and savvy about striking a reasonable balance between fund managers’ and their own objectives, new terms and provisions are finding their way into fund documents. Old models are increasingly unsustainable as new types of funds change the face of the market and as investors demand not only new fee and compensation arrangements but a slew of disclosures for almost every conceivable event that could significantly affect a fund’s operations and performance. These disclosures include redemptions by fund principals; changes of control or ownership; violations of securities laws; breaches of fiduciary duties; and changes in investment strategies or objectives. Investors and managers must have a nuanced grasp of the radically changing expectations to successfully manage relations with one another, avoid regulatory trouble and realize a fund’s investment objectives. These points came across in a panel discussion at the tenth annual Advanced Topics in Hedge Fund Practices Conference: Manager and Investor Perspectives recently hosted by Morgan Lewis. The panelists were Morgan Lewis partners Richard A. Goldman, Christopher J. Dlutowski and Jedd H. Wider. This article presents the key takeaways from the panel discussion. For additional insights from Goldman, Wider and Dlutowski, see “How Can Private Fund Managers Grant Preferential Rights? Delaware Chancery Court Decision Stresses Need for Fund Document Integration” (Jun. 30, 2016). For coverage of former SEC Chair Christopher Cox’s keynote talk at the conference, see “Hedge Funds’ Image Crisis: Fighting Public Perceptions Against the Backdrop of Potential Financial Sector Reforms” (Jun. 22, 2017).

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