The US Private Equity Fund Compliance Companion : Operational guidance and regulatory advice for chief compliance officers. PDF
Preview The US Private Equity Fund Compliance Companion : Operational guidance and regulatory advice for chief compliance officers.
THE US PRIVATE EQUITY FUND COMPLIANCE COMPANION Operational guidance and regulatory advice for chief compliance officers Edited by Charles Lerner, Fiduciary Compliance Associates 2 Published in January 2012 by PEI Second Floor Sycamore House Sycamore Street London EC1Y 0SG United Kingdom Telephone: +44 (0)20 7566 5444 www.peimedia.com © 2012 PEI ISBN 978-1-908-783-00-4 eISBN 978-1-908-783-61-5 This publication is not included in the CLA License so you must not copy any portion of it without the permission of the publisher. 3 All rights reserved. No parts of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means including electronic, mechanical, photocopy, recording or otherwise, without written permission of the publisher. Disclaimer: This publication contains general information only and the contributors are not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional adviser. Neither the contributors, their firms, its affiliates, nor related entities shall be responsible for any loss sustained by any person who relies on this publication. The views and opinions expressed in the book are solely those of the authors and need not reflect those of their employing institutions. Although every reasonable effort has been made to ensure the accuracy of this publication, the publisher accepts no responsibility for any errors or omissions within this publication or for any expense or other loss alleged to have arisen in any way in connection with a reader’s use of this publication. PEI editor: Wanching Leong 4 Production editor: Julie Foster Printed in the UK by: Hobbs the Printers (www.hobbs.uk.com) 5 Contents About the editor Introduction SECTION I: REGULATORY DEVELOPMENTS 1Part 1A of Form ADV By Erik A: Bergman and Justin J. Shigemi, Finn Dixon & Herling LLP Introduction New registration thresholds Exempt reporting advisers New questions for all investment advisers Calculating assets under management Private fund reporting Practice tips 2Form ADV Part 2 Update By Timothy M. Clark, O’Melveny & Myers LLP Overview 6 Brochure delivery requirements Overview of the form Firm brochure disclosure items Brochure supplements Books and records requirement 3Form PF: Private equity impact assessment By Karl Ehrsam, Jay Regan and Craig Friedman, Deloitte & Touche LLP Background Overview of Form PF Impact of Form PF for advisers to private equity funds Conclusion Appendix: Summary of Form PF requirements 4Investment adviser registration exemptions By Edward D. Nelson and Ebonie D. Hazle, Gibson, Dunn & Crutcher LLP Introduction Venture capital fund exemption 7 Private fund adviser exemption Filing and reporting requirements for exempt reporting advisers Foreign private adviser exemption Subadvisory relationships and advisory affiliates Conclusion 5The new Dodd-Frank whistleblower provisions: A primer for private equity firms By Winston Y. Chan and Kareem Ghanem, Gibson, Dunn & Crutcher LLP Introduction New whistleblower rules Risks that private equity firms face Suggested practices for private equity firms Conclusion 6Political contributions and state lobbyist registration By Thomas S. Harman and John J. O’Brien, Morgan Lewis & Bockius LLP Introduction 8 The SEC’s pay-to-play rule State laws and regulations Practice tips 7Corruption in emerging markets By James T. Parkinson and Leslie Meredith, BuckleySandler LLP Introduction The Foreign Corrupt Practices Act: starting the transnational anti-bribery movement The OECD and UN get involved: international anti-corruption conventions UK Bribery Act: new law Local anti-bribery law: similar idea, different processes Develop suitable compliance controls Structuring the corruption risk assessment 8European Union Directive on Alternative Investment Fund Managers: An update By Kate Simpson and Kimberly Everitt, Proskauer Rose LLP Introduction 9 Scope of the Directive Regulatory and operational changes from mid-2013 SECTION II: CHIEF COMPLIANCE OFFICER FUNCTIONS 9Chief compliance officer hiring and outsourcing By Doug Cornelius, Beacon Capital Partners, LLC Introduction Legal and regulatory requirements Who should the CCO be? Functions of a chief compliance officer Other chief compliance officer functions Compliance committee Chief compliance officer liability Conclusion 10 Chief compliance officer roles and responsibilities By David Harpest and Daniel Faigus, PwC Introduction Chief compliance officer role and responsibilities 10
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