SEC Fines PE Sponsor, CEO and CFO for Improper Principal Transactions and Expense Allocations

Limited partnership agreements (LPAs) are carefully negotiated and establish key components of the relationship between general partners (GPs) and limited partners (LPs). Because LPAs may sometimes receive minimal attention post-execution, investors are increasingly demanding that processes be in place to ensure that GPs comply with LPA provisions. Aside from appealing to LPs, this can mitigate the risk that violations by private equity (PE) sponsors will attract SEC scrutiny. In a recent example of that risk, the SEC settled enforcement proceedings against a PE sponsor, its CEO and its chief financial officer for improper affiliate transactions and expense allocations resulting from failures to properly interpret and implement the LPA. This article details the conduct giving rise to the proceedings, as well as the terms of the SEC settlement order. For coverage of other recent SEC enforcement actions, see “Neuberger Berman’s PE Adviser Faces $2.73 Million in Fines and Disgorgement for Improperly Allocating Employee Compensation to Its Funds” (Mar. 19, 2019); and “Allegations That Private Equity Manager Misallocated Expenses and Failed to Disclose Conflicts of Interest Result in Nearly $3 Million in Disgorgement and Fines” (Jan. 17, 2019).

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