On February 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules under the U.S. Investment Advisers Act of 1940 that would have notable practical implications for private fund advisers, in many cases regardless of the adviser’s registration status. The Proposed Rules include prohibitions or mandates regarding certain practices and private fund terms that historically have been addressed through negotiations between advisers and private fund investors and/or disclosure of the adviser’s practices to private fund investors. In particular, several of the proposals represent a significant deviation from the traditional paradigm of the Advisers Act as a disclosure-based regime with respect to conflicts of interest. With the Proposed Rules, the SEC’s stated goal is to enhance both the regulation of private fund advisers and the protection of private fund investors by increasing transparency, competition and efficiency. The SEC’s proposal is the latest in a wave of recently proposed reforms in the private funds space.

Please read the full article for more details on this timely development.

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Photo of Monica Arora Monica Arora

Monica Arora is a partner and co-head of the Private Funds Group at Proskauer.

Monica advises asset managers across the full spectrum of investment fund matters. Her particular expertise concentrates within the areas of buyout, private credit, distressed debt, growth equity, infrastructure and…

Monica Arora is a partner and co-head of the Private Funds Group at Proskauer.

Monica advises asset managers across the full spectrum of investment fund matters. Her particular expertise concentrates within the areas of buyout, private credit, distressed debt, growth equity, infrastructure and real estate funds, including the establishment of bespoke fund structures, joint ventures and other strategic arrangements for sponsors globally.

Monica is a thought leader in the industry.  She is consistently ranked as a leading investment funds lawyer, including by Chambers USA and The Legal 500 and is frequently invited to speak on panels at various industry related events. She is also a prominent and engaged member of the private funds community, including as a committee member and contributor on the New York City Bar Association’s Private Investment Funds Committee and a member of the Editorial Board of Law 360 Private Equity.

Monica’s leadership in the Firm extends well beyond her role in the department as she is a key member of numerous diversity and inclusion initiatives. She is also actively engaged in a number of charitable boards outside of the Firm.

Prior to joining Proskauer, Monica was the global head of the investment funds group at White & Case.

Photo of Howard J. Beber Howard J. Beber

Howard J. Beber is a partner in the Corporate Department and co-head of the Private Funds Group, which is recognized by Chambers GlobalChambers USA and US Legal 500. His practice focuses on representing private equity funds and institutional investors on…

Howard J. Beber is a partner in the Corporate Department and co-head of the Private Funds Group, which is recognized by Chambers GlobalChambers USA and US Legal 500. His practice focuses on representing private equity funds and institutional investors on a broad range of issues including fund formations, secondary transactions and portfolio investments.

Howard is actively involved in all stages of fund formation and fund sponsor representation, counseling on terms and marketing strategy, preparing offering documents, negotiating with placement agents, drafting partnership and general partner documents, negotiating with investors and providing advice on internal general partner and management company issues. His clients range from newly formed firms to a number of leading firms in the private equity industry. In addition, he routinely represents some of the most active institutional and fund-of-fund investors when investing in venture capital, buyout, real estate and other private investment funds, as well as co-investment transactions. Howard also represents institutional investors in connection with the acquisition and sale of partnership interests on the secondary market and has worked with several management teams on large spin-out transactions.

Photo of David T. Jones David T. Jones

David T. Jones is a partner in the Private Funds Group. He focuses on representing private equity funds and institutional investors in fund formations, fund investments and secondary transactions.

David is actively involved in all stages of fund formation and fund sponsor representation…

David T. Jones is a partner in the Private Funds Group. He focuses on representing private equity funds and institutional investors in fund formations, fund investments and secondary transactions.

David is actively involved in all stages of fund formation and fund sponsor representation, counseling on terms and marketing strategy, negotiating with placement agents, drafting partnership and general partner documents, negotiating with investors and providing advice on internal general partner and management company issues. In addition, he routinely represents institutional and fund-of-fund investors when investing in venture capital, buyout, mezzanine and distressed debt funds.

Photo of Stephen T. Mears Stephen T. Mears

Stephen T. Mears is a partner in the Corporate Department and co-head of the Private Funds Group. He concentrates on private investment funds, including venture capital, growth equity and buyout funds. He represents fund sponsors in all aspects of fund formation, operation and…

Stephen T. Mears is a partner in the Corporate Department and co-head of the Private Funds Group. He concentrates on private investment funds, including venture capital, growth equity and buyout funds. He represents fund sponsors in all aspects of fund formation, operation and management, including fund structuring, portfolio investments, sales and distributions, internal governance and management, regulatory compliance and ongoing maintenance and administration. Stephen also represents institutional investors in connection with their participation in private investment funds.

Stephen has recently represented sponsors in raising funds ranging in size from under $100 million to over $2.5 billion.

Photo of Robin Painter Robin Painter

Robin A. Painter is a partner and the global co-head of the Private Funds Group. She has previously served as co-head of the firm’s corporate department. She has a global network of clients and contacts developed over her more than 25 years of…

Robin A. Painter is a partner and the global co-head of the Private Funds Group. She has previously served as co-head of the firm’s corporate department. She has a global network of clients and contacts developed over her more than 25 years of experience in the private equity and venture capital industry. She advises fund managers, institutional investors and investment advisors on a broad range of issues, including structuring private investment funds, portfolio investments, spin-outs, secondary transactions, internal governance and divestments and distributions.

The majority of Robin’s practice involves representing sponsors in structuring private investment funds and funds of funds and representing U.S. and global institutional investors and investment advisors in the private equity field. She routinely supervises teams of lawyers that represent sponsors in structuring their funds and institutional investors, or their advisors, in their investments across the alternative asset class.

Robin also represents large institutional investors, or their advisors, in connection with the acquisition and sale of secondary partnership interests, and she has been involved in several of the largest bulk purchases of partnership interests in the industry.

Photo of Michael Suppappola Michael Suppappola

Mike Suppappola is a partner in the Private Funds Group who specializes in representing asset managers across the globe in all aspects of their business and operations, with a particular focus on fund formation and the structuring and execution of secondary transactions. Mike…

Mike Suppappola is a partner in the Private Funds Group who specializes in representing asset managers across the globe in all aspects of their business and operations, with a particular focus on fund formation and the structuring and execution of secondary transactions. Mike also counsels clients on co-investments, portfolio investments and day-to-day operational and regulatory matters.

He advises a broad spectrum of fund sponsors who pursue a variety of strategies and sectors across North America, Europe and Asia, including buyout, private credit, secondaries, distressed and special situations, growth equity, venture capital, real estate and funds-of-funds. After the fundraising period, Mike continues to serve as a trusted adviser throughout the lifespan of a fund, with a focus on general partner and management company internal governance and day-to-day operational issues.

Mike is widely recognized in the private funds industry for his extensive experience in representing secondary fund managers in connection with all aspects of their business, including fund formation, secondary transactions (including GP-led liquidity processes, private tender offers, tail-end sales and preferred equity transactions), primary investments and co-investments. He also provides ongoing advice to private fund managers and other investment advisers on legal and regulatory compliance with federal and state securities laws, with particular expertise on the Investment Advisers Act of 1940.

An active member of the private funds community, Mike is frequently invited to lecture at industry events on business and regulatory topics. He is recognized as a top practitioner in ChambersLegal 500IFLR 1000 and Lawdragon Insights: Private Funds, where clients praise him as “extremely well respected,” “thorough and [with] a good sense for what’s important,” and commend his ability to “’get to the bottom line very quickly.” Mike has been published or quoted in numerous industry publications and treatises, including Private Equity International Modern Fundraiser, U.S. Private Equity Fund Compliance Companion, Private Equity International, Secondaries Investor, Private Funds Management, PE Manager, Compliance Intelligence and Regulatory Register.

Photo of David W. Tegeler David W. Tegeler

David Tegeler is a partner and global co-head of the Private Funds Group, and also head of the Boston office.

David concentrates his practice on representing asset managers in a broad range of matters, including private investment fund formation; governance, succession planning and…

David Tegeler is a partner and global co-head of the Private Funds Group, and also head of the Boston office.

David concentrates his practice on representing asset managers in a broad range of matters, including private investment fund formation; governance, succession planning and other “upper tier” concerns; regulatory advice; and asset manager M&A. In addition, David has significant experience in buy and sell side secondary transactions, fund restructurings, direct secondary transactions and private investment fund finance. He also represents U.S. and non-U.S. institutional investors in their investments in all types of private investment funds.

Over the last three years, David has managed teams of lawyers who have closed over 50 fund formation projects, with more than $20 billion raised. He has extensive experience in structuring all kinds of domestic and international funds, including venture, growth equity, buyout, credit, opportunity, special situation, funds of funds and secondary funds.

Photo of Christopher Wells Christopher Wells

Chris heads Proskauer’s Hedge Fund Group and has been a leading lawyer in the hedge fund industry for more than 30 years. During that time, he has assisted on hundreds of hedge fund launches, counselling and assisting hedge fund managers as they grew…

Chris heads Proskauer’s Hedge Fund Group and has been a leading lawyer in the hedge fund industry for more than 30 years. During that time, he has assisted on hundreds of hedge fund launches, counselling and assisting hedge fund managers as they grew from often very modest beginnings to become some of the world’s largest and best known hedge funds.

He advises fund managers and investors on all aspects of the hedge fund business, including fund structuring and formation, seed investments, asset manager M&A transactions, agreements among principals, employment and compensation issues, and regulatory and enforcement matters.

Chris’s long and deep experience in the hedge fund industry gives him a unique ability to counsel clients dealing with some of the most challenging situations that fund managers can encounter, including complex fund restructurings, evolving hedge fund investment terms, hybrid and alternative fund structures, liquidity challenges and constraints, internal disputes, and complex enforcement matters.

Photo of Vanessa K. Rakel Vanessa K. Rakel

Vanessa Rakel is a senior counsel in the Corporate Department and a member of the Private Funds Group.