As private equity (PE) firms continue to raise capital and look for potential investments, they often use experienced professionals (Operating Partners) to analyze, select, protect and enhance those investments. Many PE firms engage Operating Partners with specialized knowledge of a specific industry or who specialize in corporate restructurings. The failure to recognize when an Operating Partner’s role triggers certain requirements under the Investment Advisers Act of 1940 (Advisers Act), however, can unwittingly push a PE firm into noncompliance and, therefore, squarely into the SEC’s crosshairs. In a guest article, Denise Alfieri, managing director at Hardin Compliance Consulting, analyzes the ways and contexts in which non-employee Operating Partners may need to be covered and monitored by PE firms’ compliance programs, including specific requirements under the Advisers Act. The article also reviews the requirement for a PE firm to fully disclose its relationship with an Operating Partner to investors, including compensation arrangements. For more on third-party consultants, see “Private Fund Managers Must Ensure That Insider Trading Compliance Policies and Procedures Cover Third-Party Consultants
” (Jun. 9, 2016); and “The Role of Outsourced Compliance Consultants in the Private Fund Compliance Ecosystem
” (Jun. 27, 2014).