As previously reported in the Hedge Fund Law Report, on September 13, 2011, ALM Events hosted its fifth annual Hedge Fund General Counsel Summit at the Harvard Club in New York City. See “Fifth Annual Hedge Fund General Counsel Summit Covers Insider Trading, Expert Networks, Whistleblowers, Exit Interviews, Due Diligence, Examinations, Pay to Play and More
,” Hedge Fund Law Report, Vol. 4, No. 33 (Sep. 22, 2011). One of the panels at that Summit dealt with operational due diligence, an increasingly important topic in the hedge fund world. See “Six Principles of Operational Due Diligence
,” Hedge Fund Law Report, Vol. 4, No. 34 (Sep. 29, 2011). One of the participants on the due diligence panel was William Woolverton, Senior Managing Director and General Counsel at fund of funds manager Gottex Fund Management. We reported on some of Woolverton’s insights in our article on the Summit
. Following the Summit, we had the privilege of digging deeper into Woolverton’s thinking on operational due diligence in the form of an interview. Gottex is a major investor in underlying hedge funds, and Woolverton participates materially in the operational due diligence process. He speaks, accordingly, with the authority of experience, and his insights are relevant to investors honing their approach to due diligence, managers refining their responses to due diligence and others concerned with the hedge fund due diligence process. This issue of the Hedge Fund Law Report contains the full transcript of our interview with Woolverton, which covered the following topics, among others: the specific non-investment aspects of the hedge fund business covered by operational due diligence; how managers can maintain the consistency of answers across people and documents; how managers can address requests for proprietary or confidential information; whether a manager should disclose an important disciplinary event, even if an investor does not ask about it; what investors can get from on-site visits that they cannot get remotely; whether integration clauses in fund documents have any value in light of the apparent ability of investors to sue based on oral representations by managers
; the interaction among side letters, disclosure and certain regulatory developments; and what specific items investors should be looking for in background checks of managers.