A recent trend has been for corporate enterprises with core businesses separate from capital management or investing to sponsor investment funds in their industry (CSFs). In addition to leveraging the parent entity’s industry expertise, a CSF enables the parent to finance its investment initiatives without issuing additional debt or equity at the parent level. LPs in CSFs can realize the benefits of the arrangements but need to be aware of potential conflicts and governance risks that are unique to the CSF model. Strafford CLE Webinars recently hosted a program featuring Skadden partners Anna Rips and Greg Norman that provided an overview of trends, terms and risks associated with CSFs. This second article in a two-part series examines CSF governance issues at the manager and GP levels; how exit arrangements can implicate governance issues; and unique issues associated with credit and infrastructure CSFs. The first article
detailed the core terms and features of CSFs; strategic advantages of corporate sponsorship and the business alignments critical to the CSF model; and key governance and control issues for CSFs and parent entities. For additional commentary from Skadden, see “Potential Fallout of DOL Guidance Deterring ESG Investing and Authorizing PE Investments in 401(k)s Under ERISA
” (May 9, 2021); and “Business Emails Must Be Secure to Avoid SEC Enforcement Action
” (May 12, 2016).