On November 3, 2015, the Securities and Exchange Commission (“SEC”) announced that Fenway Partners, LLC (“Fenway Partners”), a private equity fund adviser, agreed to pay more than $10 million to settle charges that it failed to disclose conflicts of interest to a fund client and omitted material facts to investors.
Fenway Partner’s current and former principals as well as the chief financial officer did not:
- Disclose to Fenway Capital Partners Fund III, L.P. (the “Fund”) or its investors that Fenway Partners caused certain portfolio companies of the Fund to cancel management services agreements—subject to management fee offsets—between Fenway Partners and portfolio companies.
- Disclose to the Fund or its investors the creation of the affiliated entity Fenway Consulting Partners, LLC (“Fenway Consulting”).
- Disclose to the Fund or its investors that Fenway Consulting received $5.74 million for providing services to portfolio companies similar to those previously provided by Fenway Partners and often using the same employees—without a management fee offset against the fees paid to Fenway Partners.
- Disclose in its capital call notice to investors in connection with a portfolio company investment that $1 million of the $4 million total capital call would be used to pay Fenway Consulting fees. Disclose to the advisory board or the investors the conflict of interest concerning cash incentive plan payments to current and former Fenway Partner principals.
- Disclose, as related party transactions, in the financial statements provided to investors, those payments received by Fenway Consulting for its services to portfolio companies.
The press release is available HERE.
A full copy of the SEC order is available HERE.