SEC Case Against Corporate Fund Sponsor Illustrates Importance of Independence in CSF Structures

When a corporate entity that does not manage capital as its primary business sponsors a private fund, the relationship between the corporate-sponsored fund (CSF) and the corporate parent sponsor can confer significant benefits on both. At the same time, inherent conflicts of interest arising from the relationship should be cause for careful planning. That importance was emphasized in a recent SEC complaint (Complaint) that charged a corporate-affiliated manager (CAM), the consumer credit company that created the CAM and three individuals with fraudulently raising over $73 million from investors through false and misleading statements. This article summarizes the Complaint and explores shortcomings in how the CSF, the CAM and the corporate parent sponsor handled certain governance and conflicts issues. See our two-part series on CSFs: “Overview, Key Terms and Unique Governance Issues” (Jun. 22, 2021); and “Manager- and GP-Level Governance; Credit and Infrastructure Fund Issues” (Jun. 29, 2021).

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