As insider trading cases against hedge fund managers continue to mount, as suggested by then director of the SEC’s Office of Compliance Inspections and Examinations Carlo di Florio, hedge fund managers may wish to consider chaperoning primary research calls as a means of monitoring information inflows. However, while di Florio’s guidance was helpful, any manager attempting to implement chaperoning policies and practices was left with more questions than answers. Which research interactions should be chaperoned? Should only expert network calls be chaperoned, or should calls involving direct consulting also be chaperoned? What about informal interactions with industry contacts? How frequently should chaperoning occur? What methods are there for chaperoning? And what exactly should chaperoning compliance officers be listening for? In this article, the second in a three-part series, Eugene Ingoglia, Partner at Morvillo; Laurence Herman
, General Counsel and Managing Director at Gerson Lehrman Group (GLG); and Patrick Gordon, Senior Counsel at GLG, address the potential scope of a chaperoning policy, as well as offer practical guidance on implementing that policy. The first article
provided background on chaperoning, including a discussion of the statutory landscape, primary research and SEC guidance. The third article
will cover specific challenges to chaperoning. For more on chaperoning, see “How Can Hedge Fund Managers Structure, Implement and Enforce Information Barriers to Mitigate Insider Trading Risk Without Impairing Securities Trading? (Part Four of Four)
,” Hedge Fund Law Report, Vol. 7, No. 5 (Feb. 6, 2014).