Private Equity Fees and Expenses

Pepper partner and co-chair of the firm's Funds Services Group, Julia D. Corelli, recently presented at a special luncheon for the CFA Society of Philadelphia where she discussed how PE firms' fees and expenses are being treated in light of the SEC aggressively fighting for transparency and clairvoyance in this area.

Topics covered in this podcast (with the time codes listed) include what is a typical fund structure (6:35); the economics of a fund (10:28); LPA provisions (17:13); fund due diligence and the legal landscape (20:42); upcoming PEI study discussion on this topic (28:25); what the SEC is talking about and hot topics regarding expenses (36:49); two SEC enforcement actions – Clear Energy Capital (1:04:17) and Lincolnshire (1:13:32); and whistleblowers (1:16:03).

As Ms. Corelli mentions in her presentation, Pepper has teamed with PEF Services and PEI to conduct a survey on this topic which is of great interest to many regulators and investors. Contact Brian Dolan at dolanb@pepperlaw.com to be added to the distribution list for the results later this fall.

Download a PDF of the PowerPoint Slides.

(Running Time: 1:21:47)
 
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Hot Topics Roundtable for Fund Managers - Cybersecurity, Valuation, and More

Representatives from Pepper Hamilton, Duff & Phelps and Freeh Group International Solutions (FGIS) led a fast-paced, interactive discussion of some of the hottest topics in the fund managing world. This podcast is a recording of this session from Philadelphia.

Topics discussed included (time codes) valuation questions (4:45) including trends in secondary market regarding valuations (28:00); cybersecurity (35:10) including how do you judge the risk of your third party vendors (52:17), what to do if you have a data breach (1:06:57); and fundraising and expense allocations (1:12:22).

Email podcasts@pepperlaw.com to be added to our mailing list to receive future legal updates in the world of Funds.

(Running Time: 1:27:11)

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New Manager Forum Panel III – Post-launch Matters

Launching a new hedge fund or private equity fund can be one of the most exciting and rewarding ventures a person will ever undertake-and it can also be the most challenging, given today's competitive and demanding investing environment.

With that in mind, Pepper Hamilton teamed up with Constellation Investment Consulting to put together a New Manager Forum in Pepper’s NY office earlier this year. Speakers included perspectives from all facets of the investment industry, including lawyers, consultants, prime brokers, accountants, startup administrators, fund admin services and a hedge fund placement agent.

We recorded the forum and broke it up into three separate podcasts.

This podcast focuses on post-launch matters such as continued marketing and fundraising; increasing complexity in operations; SEC registration, conflicts of interest, allocation issues, and other legal and regulatory issues; the need to expand service providers or functions; and other challenges on the horizon as the new managers grows, including investor due diligence demands.

You can also listen to the podcast recordings of Panel I which focuses on critical pre-launch considerations and Panel II which focuses on launch issues.

Email podcasts@pepperlaw.com to be added to our mailing list to receive future legal updates in the world of Funds.

(Running Time: 52:00)
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New Manager Forum Panel II – Launch Issues

Launching a new hedge fund or private equity fund can be one of the most exciting and rewarding ventures a person will ever undertake-and it can also be the most challenging, given today's competitive and demanding investing environment.

With that in mind, Pepper Hamilton teamed up with Constellation Investment Consulting to put together a New Manager Forum in Pepper’s NY office earlier this year. Speakers included perspectives from all facets of the investment industry, including lawyers, consultants, prime brokers, accountants, startup administrators, fund admin services and a hedge fund placement agent.

We recorded the forum and broke it up into three separate podcasts.

This podcast focuses on launch issues, including the raising of capital, such as seeding, cap intro firms and placement agents; advertising opportunities under the JOBS Act; and more.

You can also listen to the podcast recordings of Panel I which focuses on critical pre-launch considerations and Panel III which focuses on post-launch matters.

Email podcasts@pepperlaw.com to be added to our mailing list to receive future legal updates in the world of Funds.

(Running Time: 51:03)
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New Manager Forum Panel I - Critical Pre-launch Considerations

Launching a new hedge fund or private equity fund can be one of the most exciting and rewarding ventures a person will ever undertake-and it can also be the most challenging, given today's competitive and demanding investing environment.

With that in mind, Pepper Hamilton teamed up with Constellation Investment Consulting to put together a New Manager Forum in Pepper’s NY office earlier this year. Speakers included perspectives from all facets of the investment industry, including lawyers, consultants, prime brokers, accountants, startup administrators, fund admin services and a hedge fund placement agent.

We recorded the forum and broke it up into three separate podcasts.

This podcast focuses on critical pre-launch considerations, including fund structuring and adviser matters; compliance policies and other legal and regulatory considerations; and the selection of an auditor, administrator, operations consultant, prime broker, and other service providers.

You can also listen to the podcast recordings of Panel II which focuses on launch issues and Panel III which focuses on post-launch matters. Email podcasts@pepperlaw.com to be added to our mailing list to receive future legal updates in the world of Funds.

(Running Time: 53:47)

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Representation and Warranty Insurance in M&A Transactions

Recently Bruce K. Fenton, Pepper partner and chair of the firm’s Private Equity Practice Group and Investment Funds Industry Group, hosted Jay J. Rittberg, senior vice president and Americas M&A manager, and Ashley Behan, mergers & acquisitions insurance, of AIG to discuss the use and benefits of representation and warranty insurance in both buy-side and sell-side M&A transactions.

This podcast is a recording of this seminar. Mr. Rittberg and Ms. Behan discuss how this insurance is used in transactions to either supplement or replace the indemnification obligations contained in the acquisition agreement, including why representation and warranty insurance is relevant right now (6:07); the process of coming to the market (39:09); auction scenarios (45:24); and pricing (56:29).

(Running time: 1:07:42)

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Cut Unjustified Loopholes Act

Michigan Democratic Senator Carl Levin has introduced his proposed Cut Unjustified Tax Loopholes Act to target off-shore tax abuses.

In this podcast, Pepper tax partner Steve Bortnick, discusses how the act, designed to close a so-called loophole that allows foreign corporations to avoid paying U.S. taxes, might actually reduce U.S. tax revenues. Steve also discusses how this act would affect hedge and private equity funds.

If you are interested in the latest updates in the worlds of tax and private equity, you can request to receive an electronic copy of our monthly Tax Update newsletter or timely Funds Services client alerts by emailing podcasts@pepperlaw.com.

(Running Time: 12:08)

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Distressed M&A Outlook - Market Conditions to Produce Significant M&A Opportunities

Recently Pepper hosted a breakfast discussion that was entitled “Distressed M&A Outlook - Market Conditions to Produce Significant M&A Opportunities.”

To gain perspective on the current distressed M&A market, Pepper Hamilton and Carl Marks Advisory Group commissioned mergermarket to survey a diverse group of corporate executives, private equity practitioners, hedge fund investors and lawyers regarding the foremost issues facing distressed investors today.

Moderated by Pepper partner Jim Rosener, this podcast features the panel discussion of Todd Feinsmith, partner from Pepper Hamilton, Warren Feder, partner from Carl Marks Advisory Group and Lawrence Klaff , principal from Gordon Brothers Group as they discussed the findings of our survey on the distressed M&A market and how the landscape has changed since the survey was conducted, including the Chrysler/GM effect, the imposition of politics on the financial markets and the repercussions of CIT.

Download a copy of the PPT slides from the event.

Download a copy of the report.

(Running Time: 59:37)

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Stimulus Package: Buy Back Debt Today, Pay Tax Later

As market conditions continue to depress the value of outstanding debt, private equity funds and other debt issuers have the opportunity to acquire their indebtedness at significant discounts.

Pepper Hamilton attorney Steve Bortnick, a partner in the New York and Princeton offices and a member of the firm’s Tax Department, recently authored an article with fellow Pepper attorney Tim Leska titled “Stimulus Package: Buy Back Debt Today, Pay Tax Later.”

In this podcast, Steve discusses how the American Recovery and Reinvestment Act affects private equity funds and other debt issuers and discusses examples that he featured in his article.

If you are interested in the latest updates in the world of tax, you can request to receive an electronic copy of our monthly Tax Update newsletter by emailing podcasts@pepperlaw.com.

(Running Time: 11:22)

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Pepper Hamilton Launches New Fund Watch Service

Developments in 2007 by Congress and the IRS are casting a long shadow over the tax treatment of private investment funds, their managers and sponsors. These developments occur often and change rapidly. The objective of the Fund Watch is to closely monitor all relevant developments in the area of fund taxation and to make this information available to you on a “real-time” basis.

In this podcast with Len Schneidman, of counsel with Pepper Hamilton’s Tax Practice Group and resident of our Boston office, he describes some of the developments that the Fund Watch will be monitoring in 2008.

If you would like to sign up to receive future electronic Tax Alerts on these developments, please e-mail Brian Dolan at dolanb@pepperlaw.com. You can contact our Fund Watch Hotline with specific questions on these issues by calling 866.333.0648 or e-mailing fundwatch@pepperlaw.com.

(Running Time: 9:21)

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