As private equity fund managers enhance their compliance programs to withstand SEC scrutiny, many are choosing to appoint their general counsel (GC) to also serve as their chief compliance officer (CCO). A so-called “dual-hatted” GC and CCO is typically less expensive from a compensation perspective, but the volume of work at a larger or more complex manager may be more than one person can handle. This approach also creates issues with attorney-client privilege; examination preparedness; the reliability of internal controls; the effectiveness of marketing and investor relations; and other matters. The goal of this two-part series is to help private fund managers think through the issues raised by dual-hatting by highlighting relevant issues and strategies for addressing them. This first article will outline the GC and CCO roles; advantages to having one person simultaneously fill both roles; and alternative approaches that managers can consider. The second article
will discuss challenges associated with having a dual-hatted GC/CCO, as well as recommendations for individuals charged with that role. See “Absence of Harm No Defense Against Conflicts of Interest: SEC Issues Lifetime Bar From Compliance Work to CCO
” (Sep. 13, 2018); and “Five Steps That CCOs Can Take to Avoid Supervisory Liability, and Other Fund Manager CCO Best Practices
” (Mar. 27, 2015).