Client Consent and Other Issues Requiring Careful Consideration by Fund Managers Involved in M&A Transactions

Transactions for all or part of the ownership of a private fund manager were common in 2016, and observers expect them to continue with greater frequency as fund managers seek ways to consolidate functions and save costs. In the funds sector, however, any change-of-ownership deal poses myriad legal questions and issues because of the number of parties with vested interests in a given manager as a buyer, seller or limited partner. See “Buying a Majority Interest in a Hedge Fund Manager: An Acquirer’s Primer on Key Structuring and Negotiating Issues” (May 20, 2011). Obtaining consent from so many parties – and avoiding trouble from regulators and litigious investors – requires an intimate understanding of the legal issues involved and the types of approvals needed to proceed with the transaction. These issues came across in a panel discussion hosted by Brian T. Davis and Dimitri G. Mastrocola, partners at international recruiting firm Major, Lindsey & Africa (MLA), and featuring Davis Polk partners Michael Davis, Leor Landa and Gregory S. Rowland. This article presents the key takeaways from the discussion. For coverage of prior programs hosted by MLA, see “Former Prosecutors Address Trends in Cybersecurity for Alternative Asset Managers, Diligence When Acquiring a Company and Breach Response Considerations” (Oct. 6, 2016); and our two-part series on SEC examinations: “What Hedge Fund Managers Need to Know” (Jun. 16, 2016); and “Fees, Conflicts, Investment Allocations and Other Hot Topics” (Jun. 30, 2016).

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