Private Equity Law Report publishes article written by Zachary J. Moore and Andrew M. Calamari

Private Investment Funds partner Zachary Moore and Litigation partner Andrew Calamari recently authored an article, “Using Elements of the PFAR to Develop an All-Weather Approach to SEC Scrutiny of Private Fund Advisers” that was published in the February 20, 2025 issue of Private Equity Law Report.  The article outlines practical and proactive actions that private fund advisers should consider taking, based on lessons and learnings from PFAR and recent SEC enforcement actions, to position themselves effectively for ongoing regulatory scrutiny and to offer best-in-class fund documents and transparency for their investors.

As the SEC continues its examination and enforcement efforts, the article notes that advisers might devote extra attention to the following:

• Pre-commitment disclosures to investors, including advisor and related person compensation frameworks at both the fund and portfolio company levels; differential liquidity and/or portfolio-level information rights across other sponsor funds or accounts; and other areas where the SEC has expressed concerns.
• Contractual arrangements, including waivers of fiduciary duties and highly scrutinized categories of expenses.
•  Ongoing disclosures across a variety of forums, including conflict-related disclosures and supplemental disclosures to investors, and
• Review of policies and procedures to consider enhancements in key areas and align with operational processes.

Even though advisers may breathe a sigh of relief at avoiding the requirement to comply with the time-consuming, costly and burdensome new obligations that would have been imposed under the PFAR, advisers can position themselves most effectively for ongoing regulatory scrutiny by taking a proactive approach to topics addressed by the PFAR rulemaking and more generally scrutinized by the SEC under former Chair Gensler.

Read the complete article here.