On Demand Audio

Current Topics In Fund Governance

(366 reviews)

Produced on January 18, 2017

$ 89 Banking and Business, Corporate, & Securities In Stock
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Course Information

Time 1h 3m
Difficulty Advanced
Topics covered in this course: Banking Business, Corporate, & Securities

Course Description

Changes to the Investment Advisers Act brought on by the Dodd-Frank Wall Street Reform and Consumer Protection Act led to a dramatic increase in the number of private equity firms required to register as investment advisers with the U.S. Securities and Exchange Commission. At the same time, the SEC stepped up its enforcement efforts against private equity firms as part of a “broken windows” approach to policing their activity.  

In the course of these enhanced enforcement activities, the SEC has highlighted key governance issues commonly faced by investment managers, which include investment and expense allocations, co-investments, fee arrangements, and political contributions.

This course, led by Mark Proctor and Robert Seber, two partners in Vinson & Elkins’ private equity and investment management practice, identifies key fund governance issues, as highlighted by the SEC, and offers practical guidance to consider in structuring investment funds and operating investment management businesses.  

Learning Objectives: 

  1. Identify key SEC settlements in the last 5 years that impact the area of fund governance

  2. Grasp the key fund governance issues that were highlighted in these settlements

  3. Discuss governance changes that have been or should be implemented by managers in response to these settlements

Credit Information

After completing this course, Lawline will report your attendance information to {{ accredMasterState.state.name }}. Please ensure your license number is filled out in your profile to ensure timely reporting. For more information, see our {{ accredMasterState.state.name }} CLE Requirements page . After completing this course, {{ accredMasterState.state.name }} attorneys self-report their attendance and CLE compliance. For more information on how to report your CLE courses, see our {{ accredMasterState.state.name }} CLE Requirements FAQ .


Robert Seber

Vinson & Elkins LLP

Robert’s principal areas of practice are private equity and privately negotiated mergers and acquisitions. He has represented numerous investment funds and corporate clients in different sectors of the energy industry and a wide spectrum of other industries, including technology and financial services. Robert’s extensive private equity experience covers the full transactional cycle of investment funds, ranging from fund formation to acquisitions, recapitalizations, minority investments, complex equity arrangements, and exits. He teaches classes on “Oil and Gas Law and Governance” and “Energy Deals" at New York University.

Mark Proctor

Vinson & Elkins LLP

  • Mark focuses on advising investment managers in connection with various aspects of their businesses, including structuring, establishing, and operating private investment funds and other investment management products; developing and maintaining compliance programs; negotiating joint ventures and seeding arrangements; and making investments. He also represents general partners who are raising co-investment vehicles, limited partners on primary investments in private funds, and buyers and sellers in secondary market transactions involving private fund interests and portfolios of assets held by private funds. Mark has experience representing institutional investors and family offices in connection with investments in asset managers and strategic partnerships with asset managers. He has also represented clients in a variety of other transactions, including securities offerings, and mergers and acquisitions. His clients include sponsors and limited partners of private equity funds, real estate funds, funds of funds, hedge funds, distressed funds, and venture capital funds. Prior to joining V&E, Mark served as Vice President and Associate General Counsel at Goldman, Sachs & Co., and advised businesses in Goldman Sachs Asset Management, L.P. and the Merchant Banking Division.

Experience Highlights

  • Related Fund Management in the formation of Related Real Estate Fund II, an approximately $1 billion fund focused on real estate investment opportunities 
  • SCF Partners in its $600 million private equity fund specializing in oilfield services investments
  • Related Fund Management in the formation of a real estate fund focused on investments in energy-driven markets
  • Hedge fund sponsor in connection with the acquisition of a portfolio of interests in energy focused private equity funds and privately held companies
  • Trust company in connection with a seed investment in a newly formed real estate fund manager

Private Investment Funds

  • Related Fund Management in the formation with an institutional investor of an investment vehicle dedicated to renovating multifamily real estate assets
  • Foundation in connection with a strategic partnership with an alternative asset manager
  • Lime Rock Partners in the formation of a co-investment vehicle for Lime Rock Partners’ investment in Shelf Drilling International Holdings, a global shallow water drilling contractor
  • Related Fund Management in the formation of multiple investment vehicles focused on investments for institutional investors in real estate-related debt
  • Goldman Sachs Asset Management in connection with numerous strategic partnerships with institutional investors
  • TPG Capital in the formation of TPG Partners IV, L.P. 
  • TPG Capital in connection with the formation of TPG Partners V, L.P
  • Goldman Sachs in connection with the formation of a U.S.-focused real estate fund for sovereign wealth funds
  • Goldman Sachs in connection with the formation of an open-ended, core real estate fund

Private Equity

  • The Carlyle Group in the acquisition of the North American power generation assets of Cogentrix Energy, including five coal and solar power projects and a development pipeline of gas and renewable projects, from The Goldman Sachs Group
  • Warburg Pincus in its $315 million line of equity commitment to Hawkwood Energy, an exploration and production company focused in the Rocky Mountains and Midcontinent
  • Goldman Sachs Vintage Funds in the acquisition of U.S. and international portfolio companies 
  • Funds managed by TPG in connection with the acquisition of TIM Hellas Telecommunications S.A

Mergers & Acquisitions

  • U.S. Real Estate Opportunities, L.P. in the acquisition of a portfolio of office properties from a leading real estate developer, owner, and manager
  • Goldman Sachs Real Estate Partners, L.P. in the acquisition of a multitenant retail building
  • U.S. Real Property Income Fund, L.P. in the acquisition of a multifamily asset 


Michael B.

Should consider making this a 1.5 credit (1 1/2 hour course so there is more time to get through the cases. Obviously that will be driven by the number of new noteworthy cases.

Brian P.

Very helpful. Thank you.

Marc S.

Excellent. Interesting and clear!

Thurman W.

Very good presentation. Good content.

Marianne B.

Best one I have watched so far. Excellent!

Patrick O.

Well done. Covered a lot and nicely. Written materials were helpful as well.

Shin M.

It is good to have investment management related courses.

Diane R.

Excellent course.

Marvin S.


Gerald M.

Good, substantive presentation. Case studies excellent.

Brant M.

Well done program. It communicated good and useful content in a specific area.

Guy K.

Helpful and interesting material. Love Robert’s accent!

Stephen B.


Lawrence C.

Very thorough & informative!

Torrey H.

Very informative and topical

Julie A. B.

Firmly conceived, crisply told, crowded with content. Impressive level of detail in the twosome’s presentation as well as the companion slides peppered with notable cases and harmoniously sprinkled key takeaways. Helpful in advancing an understanding of the topic. Turns on a light bulb in the program participant’s head illuminating this issue in a way that inspires one to look at it anew.

Quietta B.


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