Current Issues Facing Private Equity & Hedge Fund Managers in Today s Changing Landscape

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1 Current Issues Facing Private Equity & Hedge Fund Managers in Today s Changing Landscape Wednesday, November 6, 2013 Program Chair Glenn Sarno Simpson Thacher & Bartlett LLP Faculty Barry Barbash Willkie Farr & Gallagher LLP Jennifer Burleigh Debevoise & Plimpton LLP Rosemary Fanelli President, CounselWorks LLC Udi Grofman Paul, Weiss, Rifkind, Wharton & Garrison LLP Philip Harris Skadden Arps Slate Meagher & Flom LLP Leor Landa Davis Polk & Wardwell LLP Amanda N. Persaud Wachtell Lipton Rosen & Katz Michael Treisman General Counsel, Tiger Management Corporation

2 Current Issues Facing Private Equity & Hedge Fund Managers in Today s Changing Landscape: When is Registration as a Broker Dealer Required? Wednesday, November 6, 2013, 6 p.m.-9 p.m. New York City Bar Association Amanda Persaud, Wachtell, Lipton, Rosen & Katz 1 I. Increased Regulatory Scrutiny The regulatory landscape for private fund managers in the United States has changed dramatically in recent years. Private fund managers generally are required to register as investment advisers under the Investment Advisers Act of 1940, and are under increased scrutiny from the Securities and Exchange Commission (the SEC ). Certain activities that fund managers typically engage in, including fundraising efforts and the purchase and sale of portfolio investments, if not appropriately structured, may constitute broker-dealer activity and result in a requirement to also register as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934 (the Exchange Act ). Practices observed by the SEC staff in the course of examining registered private fund managers have led to particular focus on these types of activities. The consequences of failing to register as a broker-dealer when required, or using the services of an unregistered broker-dealer, are serious and can implicate the fund and its manager. They include: (i) potential right of rescission on the part of investors under state or federal law; (ii) potential fines, disgorgement, injunctions and the suspension of some or all activity; (iii) potential reputational risks in the marketplace and negative publicity; and (iv) if any resulting disciplinary event reaches the level of a Rule 506(d) bad act, potentially losing the ability to rely on the Regulation D safe harbor exemption for issuing fund securities without Securities Act registration. II. Broker-Dealer 101 A broker is defined under the Exchange Act as any person engaged in the business of effecting transactions in securities for the account of others, such as buying or selling securities for customer accounts. A dealer is defined under the Exchange Act as any person engaged in the business of buying and selling securities for its own account, through a broker or otherwise, such as underwriting or market-making. Although brokers and dealers are defined separately under the Exchange Act, 1 Submitted for publication on September 26, This publication is for informational purposes only and should not be relied on as a source of legal advice. 1 19

3 these persons are regulated in the same manner and are referred to as brokerdealers. It is unlawful to undertake broker or dealer activities without being properly registered at the federal and state level. Broker-dealers must also become members of FINRA and are subject to ongoing compliance. Who is a Broker-Dealer? Broker-dealer activity is viewed very broadly: any person who is paid for performing any key function in connection with a securities transaction, such as structuring, soliciting or negotiating the transaction, may be subject to registration, in addition to the person actually executing the transaction. A securities transaction may be the sale of one share of stock or the sale of all the shares of a company in a merger. The securities involved in the transaction may be public or private. Limited partnership interests in a typical private investment fund are securities, with the private investment fund as the issuer. In each situation, consideration must be given to whether each person involved in the process of selling or distributing such securities could be considered to be a broker-dealer. Compensation for work done in connection with a securities transaction that depends upon, or is related to, the outcome or size of the transaction, is a key indicator of broker-dealer activity. Although some courts have held that due to the limited nature of activity at issue, the receipt of transaction-based compensation was insufficient to trigger the requirement to register as a broker-dealer (e.g., SEC v. Kramer, 778 F. Supp. 2d 1320 (M.D. Fla. 2011)), the SEC staff continues to view the receipt of transaction-based compensation as a key factor in requiring registration as a brokerdealer (e.g., David W. Blass, A Few Observations in the Private Fund Space (April 5, 2013) Hfng (the Blass Speech )). Therefore, any person who is compensated (even if not based on the success of the solicitation efforts) for soliciting investors on behalf of an issuer, such as a private investment fund, may be considered a broker-dealer. Similarly, an M&A adviser who, for compensation, assists an issuer in structuring a merger, purchase or sale of a subsidiary or other investment banking transaction, values the securities involved, or negotiates the terms with the counterparty is generally considered a broker-dealer. Even if the level of activity engaged in is minimal, the receipt of transaction-based compensation in either situation will likely require registration. Exemptions Based on a series of SEC staff no-action letters, a so-called finder s exemption exists, under which merely introducing potential sellers and potential buyers may not require broker-dealer registration. However, this exemption has been narrowed over the last several years with respect to the level of engagement by the finder that may 2 20

4 be permissible without registration. Moreover, payment of transaction-based compensation to a finder is likely to trigger registration. It used to be accepted that a person who merely shared his or her rolodex of potential investors with an issuer may not have been subject to registration (e.g., Paul Anka, SEC No-Action Letter (available July 24, 1991)). But a few years ago, the SEC staff refused to issue a noaction letter in a similar situation. (Brumberg, Mackey & Wall, SEC No-Action Letter (available May 17, 2010)). While an issuer is generally not considered to be a broker-dealer with respect to offers or sales of its securities, the activities of persons acting on behalf of an issuer should be carefully considered. A safe harbor established under Rule 3a4-1 of the Exchange Act (commonly called the issuer s exemption ) may be available for persons acting for an issuer in offering the issuer s securities to investors, and similar exemptions are often available under state laws. The safe harbor covers officers, directors, employees and partners of the issuer, and, if the issuer is a partnership, officers, directors, employees and partners of the general partner of the issuer, who meet all the conditions of the Rule. The key conditions are that the person: (i) primarily performs substantial duties for the issuer aside from those connected to securities transactions; (ii) may not participate in a securities offering more than once in a year; and (iii) may not receive transaction-based compensation in connection with the sale of securities. Enforcement Enforcement actions by the SEC have increased in the last several years. It is no longer the case that enforcement actions for failure to register as a broker-dealer are brought only when there are allegations of fraud or other wrongdoing as well. The SEC staff has brought several actions alleging failure to register when there was no other allegation of wrongdoing (e.g., Matter of Ram Capital Resources, LLC, SEC Rel. No (June 19, 2009) ( III. Considerations for Private Fund Managers Use of External Placement Agents Fundraising is a complex process, and placement agents serve an important function in assisting private fund managers in attracting investors, particularly in a tight fundraising climate. A person soliciting investors for private funds bears a risk that the activities being conducted for compensation may require broker-dealer registration. The SEC recently made clear that an issuer utilizing the services of an unregistered placement agent will be subject to penalties as well. On March 8, 2013, the SEC instituted and settled an enforcement action against Ranieri Partners, a New York-based private equity firm, its Senior Managing Director 3 21

5 Donald W. Phillips, and William M. Stephens, an independent consultant hired by the firm who was not a registered broker-dealer (Ranieri Partners LLC and Donald W. Phillips, SEC Rel. No (March 8, 2013) ( The order indicated that Stephens violated Section 15(a) of the Exchange Act when he actively solicited investors for private funds managed by Ranieri Partners. He received transactionbased compensation for his work. As a result of his actions, Stephens was barred from the securities industry. Phillips was held accountable for aiding and abetting Stephens in his violations because he did not sufficiently limit Stephens activities, resulting in a $75,000 penalty. Ranieri Partners was held accountable for inadequately overseeing Stephens activities and was fined $375,000. In-House Investor Relations Staff Many private fund managers have internal staff that engages in the fundraising process. Some personnel may just handle calls from investors and pass them on to the appropriate person, while others may more actively engage in the solicitation of investors. At smaller fund managers, it is more likely that persons engaged in fundraising will wear many hats and will be engaged in other aspects of the fund s operations as well; many larger fund managers have investor relations departments where solicitation of investors is a discrete function. David Blass, chief counsel of the SEC s Division of Trading and Markets, indicated in a speech earlier this year that private fund managers who solicit investors through their personnel may need to register as broker-dealers. (Blass Speech). Key factors are whether such persons receive compensation tied to the amount of capital raised and the extent of other activities they engage in. A dedicated group of employees whose main job is to solicit investors may strongly indicate that they are in the business of effecting transactions, regardless of the compensation structure. In-house personnel engaged in solicitation of investors (acting as representatives of the fund s general partner) may be able to rely on the issuer s exemption from brokerdealer registration. Such personnel would have to engage in other meaningful job functions and not be paid based on the success of solicitation activities in order to take advantage of the issuer s exemption. However, given that the exemption prohibits sales activity more than once a year, it may be difficult in practice for hedge funds in particular to utilize this exemption. It is unclear whether other investor relations responsibilities would be sufficient to meet the requirements of the issuer s exemption. Mr. Blass, in discussions with industry practitioners, has left open the possibility that a new exemption could be fashioned that is similar to the issuer s exemption but more tailored to the practices of private fund managers. 4 22

6 Investment Banking Deal Fees It is common for managers of funds such as private equity or real estate funds to receive fees, in addition to their management fees and incentive allocations, for services that they provide to portfolio companies of a fund. Such fees often include consulting fees, monitoring fees, directors fees, advisory fees, transaction fees or break-up fees in connection with services provided to portfolio companies. When those fees are for services such as identifying and soliciting purchasers or sellers, or structuring or negotiating transactions with such persons, in connection with securities transactions engaged in by the portfolio companies, such as the acquisition, disposition, or recapitalization of a portfolio company, and particularly when the fees are based on the size of or outcome of the transaction, consideration must be given to whether the fund manager falls under the broker-dealer regime. Mr. Blass indicated that such fees may trigger broker-dealer registration, but suggested that if the management fees paid by the fund were wholly reduced or offset by the amount of the transaction fee, such transaction fee would essentially function as another way to pay the management fee, and therefore may not raise broker-dealer registration concerns. IV. Key Takeaways The significant risks to fund managers for violation of the broker-dealer registration requirements mandate that fund managers assess, and restructure as necessary, their activities in these areas. Private fund managers should carefully consider arrangements with third parties who will be paid fees based on the size of the fund or the participation of any investor in the fund to assess whether solicitation activities of such third parties would trigger broker-dealer registration. Even if some accommodation is ultimately reached by the SEC staff with respect to a new exemption to cover private fund in-house solicitation activities, the terms of such an exemption will likely require that (i) personnel are not dedicated solely to marketing activities and (ii) compensation structures do not result in fees based on the success of fund-raising activities. The entire compensation package of employees engaged in investor solicitation efforts should be reviewed, including salary and discretionary bonuses, to ensure that there is no compensation being paid that could be solicitation related, and the job functions of employees engaged in marketing activities should be considered. Portfolio company fees should be carefully reviewed; if any such fees are likely to trigger broker-dealer registration, consideration should be given to restructuring such fees, offsetting such fees against the manager s fund management fees, or registering the fund manager (or an affiliate) as a broker-dealer. 5 23

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