Private Equity Operational Due Diligence Trends – The GAIMOps Cayman Update

Corgentum Consulting recently attended the GAIMOps Cayman conference. At the conference there were a number of very interesting discussions centering around the field of operational due diligence. While the majority of the conversation focused around topics germane to hedge fund operational due diligence, there was some discussion of operational due diligence techniques for other asset classes as well. As an example, Corgentum Consulting Managing Partner Jason Scharfman led a panel focused on private equity operational due diligence techniques for Limited Partners.

Private equity operational due diligence LP sentiments -

At that panel a poll of the Limited Partners (“LP”) in the audience expressed that there has been a marked increase in the resources devoted to operational due diligence on private equity funds. In regards to operational due diligence approaches employed for private equity, another general LP sentiment was that in the initial stages of the ODD process, regardless of the fund or asset type (i.e. – hedge funds or private equity), there is commonality among due diligence approaches. After the initial ODD work has been begun, that is the ODD work that is somewhat fund / asset class agnostic, LP’s in general then stated that they then attempted to tailor their private equity operational due diligence work focused around issues that have corollaries to their hedge fund work.

LP Thoughts on Similarities and Differences Between Hedge Fund and Private Equity ODD -

As an example of the similarities between hedge fund and private equity operational due diligence work,  the panel discussed the ways that an investor would analyze trade processing at a hedge fund versus private equity. Hedge fund trade processing analysis is similar to private equity deal flow analysis from idea inception through to reconciliation. The panel expressed a sentiment that for private equity, ODD analysis would hopefully include an increased focus on operations oversight despite the general convention that PE funds “trade” less than hedge funds.

Turning to the differences between private equity and hedge fund operational due diligence, the panel cited the example of valuation oversight. A general consensus among the LP’s in attendance was that they were less accepting of the self-administered PE model for new fund launches (i.e. – no operating history) but were still accepting of it for new vintage funds.

LP’s Want Deeper PE Dives -

At the panel LP’s also expressed a growing trend of putting more pressure on General Partners (“GP”) for deeper dive upfront due diligence. The reasons for this was, in part, because there is less ongoing monitoring that typically occurs for PE funds as compared to hedge funds.

Examples of such deeper dive work could include walkthroughs of valuations for vintage fund positions. Additionally, as part of a broader scope and deeper dive initial PE ODD reviews, some LP’s also stated that they are performing background investigations on more people as compared to hedge funds before they invest in a particular PE firm. The motivation for this was because they want to be sure to have a higher level of conviction because of the general current state of more lax LP ongoing monitoring efforts as compared to hedge funds.

LP Focus on GP skin in the game -

Finally, another area of focus was the calculation of the GP investments in funds. The panel discussed the different ways in which sophisticated GP’s may attempt to manipulate the calculation of the their investments in the funds. One model which was discussed included where a GP commits to put capital equivalent to a certain pre-defined percentage (i..e- X%) of the fund. However, the management fee for the fund could be structured in such a way that the GP could effectively utilize the management fee accrued to count towards the X% requirements. Under this model there are valid LP concerns with regards relating to the potential manipulation or double counting of this accrual. LP’s expressed similar concerns relating to the increasing cropping up of these types of somewhat complicated and potentially surprising terms.

Conclusion -

Operational due diligence on asset classes other then hedge funds continues to be an evolving field. While there are some similarities between some of the basic operational due diligence approaches employed across all asset classes and fund types, certain asset class specific risks need to be evaluated for each different fund type. As discussed during the GAIMOPs Cayman conference private equity  is an example of such an area that presents its own unique challenges.

For more guidance on the subject of private equity operational due diligence readers can reference Corgentum Consulting Managing Partner Jason Scharfman’s book entitled, Private Equity Operational Due Diligence : Tools to Evaluate Liquidity, Valuation and Documentation. Additionally, LP’s who are seeking guidance with regards to private equity operational due diligence techniques are invited to contact Corgentum to learn more about our operational review services in this area.

Gaim+Ops+Cayman Private Equity Operational Due Diligence Trends   The GAIMOps Cayman Update

Posted in Cayman, Cayman Islands, Corgentum Consulting, Operational Risk, Operational due diligence, private equity | Tagged , , , , | Leave a comment

Insider Trading’s First Family – Another Rajaratnam Charged With Insider Trading

It may seem to some investors that the US government has something out for the Rajaratnam family. First Raj Rajaratnam, who founded the hedge fund Galleon Group, is serving an 11 year sentence following a conviction in May 2011 for insider trading. Now unfortunately, for the Rajaratnam’s it seems Raj’s younger brother, Rajarengan ” Rengan” Rajaratnam, has followed in his older brother’s criminal footsteps – or at least that is what the SEC alleges.cede7894 7f07 11e0 b239 00144feabdc0 Insider Tradings First Family   Another Rajaratnam Charged With Insider Trading

Rengan, who had been living in Brazil, was recently indicted by a grand jury on insider trading allegations. In addition to the criminal charges, the U.S. Securities and Exchange commission also filed a civil suit against Rengan. These most recent legal actions against the younger Rajaratnam, to which he has pleaded not guilty, suggest that as is common in most frauds and insider trading cases there were multiple players each of which possessed various degrees of culpability.

In the indictment, prosecutors say the brothers conspired to trade on inside information in the stocks of wireless-broadband company Clearwire Corp. and chip-maker Advanced Micro Devices Inc. in 2008, for a total of $1.2 million in illegal profits.SUB INSIDER tmagArticle Insider Tradings First Family   Another Rajaratnam Charged With Insider Trading

The SEC accused Rengan Rajaratnam of trading illegally along with his brother from January 2006 until July 2008 in other stocks as well, including Polycom Inc., Hilton Hotels Corp. and Akamai Technologies Inc. A five-year deadline for filing securities-fraud charges on the Clearwire trading was set to expire next week.

In Rengan’s case it seems his brother Raj helped to provide the SEC with enough evidence to pursue these charges. Much of the evidence to support the SEC’s charges came out of phone conversations that surfaced at Raj’s 2011 trial, where jurors heard Rengan in often brash, obscenity-laced conversations with his brother about stocks and potential sources of information.

For more perspective regarding the use of wiretaps in insider trading trials, and in the Galleon case in particular, here is an interesting interview with Richard Holwell, who presided in Manhattan federal court over the insider trading trial of Galleon Group with Bloomberg:

Everybody’s a s—bag,” Rengan said in one wiretapped call. Prosecutors said he was referring to a friend’s apparent willingness to give him inside information. Raj and Rengan were apparently not only colleagues but also spent a great deal of time together socially mixing business with pleasure in building Galleon’s business and, allegedly, expandingio diTRLM0Qk Insider Tradings First Family   Another Rajaratnam Charged With Insider Trading upon their network of insider trading tipsters. According to the Wall St. Journal Rengan would frequently fly to South Beach in Miami and stay in his brother’s apartment, the former employees say.

Rengan’s performance as a stock picker was subpar, the former employees say, and he was resented internally by some because Raj allowed him to continue managing money even after racking up losses. The brothers were close, although they had falling outs at times, people close to Raj say. Rengan Rajaratnam left Galleon to join SAC Capital Advisors in 2003 because of a rift with Raj, who believed Rengan didn’t treat him with respect, the people say.

Investors performing operational due diligence on Galleon should have inquired about the relationship of these relatives both being employed at the same firm. Such familiar relationships, as for example in the case of Madoff, can often present conflicts of interest which investors must further delve into. In this case, despite Rengan’s not guiltFTC probe Intel caught with hand in cookie jar%5CWSJ Galleon%27s Insider Tradi Insider Tradings First Family   Another Rajaratnam Charged With Insider Tradingy plea it seems insider trading in the family may have extended beyond the big brother.

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Heinz Case Shows Insider Trading Is Alive and Well

When news of a potential merger is announced often the stock price of the target company tends to realize a significant boost. This is what recently happened when Warren Buffet’s Berkshire Hathaway and 3G Capital announced they would be acquiring the firm for over $23 billion dollars.

When such deals are pending the markets are often rife with rumors. Many hedge funds , such as event driven managers in particular, often capitalize on such deal uncertainty to generate substantial profits (or losses if they guess incorrectly about the deal’s fate).

There is a fine line however, between trading on well founded and legally research pre-deal information and insider trading. In the case of Heinz, it seems as if someone leaked news of the deal ahead of time.

One day before the Heinz deal was announced 2,533 call options were purchased. Brand Strategy Warren Buffet Heinz.jpg.pagespeed.ce.QiqJ3dj5fm Heinz Case Shows Insider Trading Is Alive and WellAccording to the SEC this represented a “drastic” uptick in options trading. It certainly did. When compared to the option trade data for two days before the merger announcement when only 14 call options on the stock were purchased.  By Thursday the $90,000 initial options trade was worth $1.8 million.

The problem for the SEC is that they do not know the identity of the trader. The trades were made from a numbered Swiss account through Goldman Sachs. The SEC did what they could, by having Judge Rakoff freeze the accounts profits. Since news of the trades jedrakoff 3 Heinz Case Shows Insider Trading Is Alive and Welland subsequent SEC action broke the hunt for identity of the trader has heated up and the FBI is now involved. Unfortunately, even with the cooperation of Goldman determining the identity of the trader is proving difficult. The SEC recently had their freeze of the assets extended.

At this point it is unlikely the trader will show up to claim their profits because of the scrutiny they are likely to face. One of the more interesting questions in this case is who actually leaked information to someone regarding the potential merger.

Whenever news of a such a merger is announced, the SEC typically looks back in a period of time before the merger to determine if any suspicious trades were conducted. In this case, it seems there was little attempt to mask the intent of the trades or stagger them into the market. Rather based on the trading pattern it seems that someone possessed illegal insider information and attempted to make a quick profit with it. That was part of the point Corgentum Consulting Managing Partner Jason Scharfman made to Yahoo! Finance in a segment on the Heinz case.

The bigger question for the SEC is what about the more sophisticated insider traders who secinvestigations Heinz Case Shows Insider Trading Is Alive and Wellwon’t show their hand so easily. For investors performing operational due diligence on fund managers that may be operating in the gray areas of research, which may be more susceptible to claims of insider trading, they have to ask themselves if they are really performing a deep dive to vet the compliance controls around the fund’s use of research? Is the compliance department at a hedge fund merely communicating a vague notion of insider trading prohibitions to the analysts, or instead does the compliance department have teeth in policing analyst research for insider trading? As previous high profile insider trading cases such as Galleon and the more recent Heinz case demonstrates, if hedge funds and investors are not aggressive in policing insider trading before it happens, the SEC will be.

Posted in Corgentum Consulting, Heinz, Operational Risk, Operational due diligence, Rogue trader risk | Tagged , , , , | Leave a comment