hedge fund advertising

We don’t make the law, folks, we just help you follow it. Comply with your regulatory requirements right here.

Or I guess you could read Dan Primack’s summary of the SEC’s vote to allow general solicitations for private placements, but don’t take him too seriously when he says “Issuers do not need to generally solicit. They may continue to do business the old way, which many of the top-performing fund managers are likely to do.” You may not be absolutely required to advertise on Dealbreaker, technically speaking, but sources at the SEC assure me that it’s sort of an informal best-practices requirement. Certainly the safer course is to buy a banner ad today.

One thing about the new rules is that they’re not really rules about hedge funds. At their core, they let people with cockamamie money-making schemes publicly advertise to raise money from “accredited investors” – rich people – without going through the bother of SEC registration and being a public company. One particular category of cockamamie money-making scheme is running an investment fund exempt from the requirements of the Investment Company Act of 1940, but there’s an infinity of other schemes. The SEC’s vote comes too late for Great Idea Corp., which has already filed to go public, but presumably the next entrepreneur with a Great Idea and a burning desire not to tell his investors what it is will avail himself of the new general solicitation rules.

Also though: people with legitimate businesses? Read more »

I think if I were running a small hedge fund far from prying eyes, every quarter I’d take a look at my performance and decide if I felt good about it, and then (1) if I did I’d take a nice chunk of the profits for myself and (2) if I didn’t then I’d drink until I felt better and GOTO (1). Also I’m sure that when I started I’d plan to take a percentage of whatever I earned over some benchmark, and day one that benchmark would be, like, some relevant index matching the style of my fund, but over time it’d creep down to “well 0% is a benchmark” and then, I mean, negative 10% is a benchmark too is it not? What is special about zero? And if investors asked “can you explain your fees?” I’d just yell “can you explain YOUR fees?” and wander off muttering to myself. Scott Ferguson, hire us!1

Chicago-area hedge-fund-ish thing GEI, its CEO Norman Goldstein, and his pleasingly named wife and chief compliance officer Laurie Gatherum started out nobly enough:

According to the September 2001 Agreement, GEI Management was entitled to a quarterly annual management fee of three percent of the net asset value of the Fund. GEI Management also received a quarterly performance fee – called an “incentive allocation.” This fee was subject to a high water mark and a benchmark. The Fund paid a performance fee to GEI Management only if the Fund produced net profits over the prior quarter and on a cumulative basis from the Fund’s inception in 2001. If these conditions were met, GEI Management received an incentive fee equal to 25 percent of the amount by which net profits exceeded the performance of the S&P Healthcare Index.

But what if GEI underperformed the S&P Healthcare Index? A careful reading suggests that then they wouldn’t get performance fees, which hardly seems fair, because underperformance is after all a kind of performance. This is solvable by amending the agreement, which GEI did (deleting the cumulative high water mark and the benchmark, i.e. giving them all profits above zero). Further careful reading of the agreement suggests that they needed 75% of outside investors to agree to this amendment, but that was solvable by ignoring it: Read more »

Novelty currency dealer and possibly somewhat hedge-fund-esque entity CapitalistPig Asset Management have made some mistakes in their time – sending us unsolicited Nazi coins,1 quoting Ayn Rand in public, advertising their hedge fund in Crain’s Chicago Business, doing it before the SEC’s proposed rules allowing hedge fund advertising go into effect – but they were kind enough to send us a copy and a note saying “Proud to be the first hedge fund to advertise publicly since 1932.” So the least we can do is give them some additional free advertising here. The rest of you will have to pay. Also? Maybe wait until it’s legal. Read more »

The day when you can advertise your hedge fund on Dealbreaker creeps ever closer, so claim your spot now because they are going fast.* The SEC has shown some justifiable skepticism about implementing the JOBS Act, and at least SEC-ster thinks that it’s been dragging its feet on the hedge fund advertising rules, but still, it has to be said, when the SEC was told to let you advertise your hedge fund, they really let you advertise your hedge fund. Soon you will be able to:

  • say whatever you want about your hedge fund, and
  • not say whatever you don’t want to say about it, as long as
  • you take reasonable steps to actually sell it only to accredited investors.

Each of those things is a little surprising, no? First, there are no apparent restrictions on advertising – as DealBook says, “The commission was also mum on what sort of advertising would be allowed – can a hedge fund rent the Goodyear blimp, or will newspapers be the upper limit of public exposure?” You know who has blimp-sized plans? Of course you do: Read more »

You are doing that aren’t you? Now you have no excuse if they’re not perfect:

Ms. Schapiro, in prepared testimony before a panel of the U.S. House oversight committee, said that the SEC would not meet a July 4 deadline set by Congress to complete the rules lifting the longstanding ban on publicizing private securities offerings.

She said the SEC’s work on this issue is more complicated than it would seem because Congress directed the SEC to require issuers of private offerings to take reasonable steps to verify that purchases are accredited investors.

So I’m excited to see your ads on Dealbreaker for which you will pay top dollar, but as I idly looked for the MAAX zips documentation today it occurred to me that there’s another interesting possibility in this rule change that could also redound to Dealbreaker’s benefit, which is that it might dramatically increase the amount of information out there on private offerings.

Right now companies in the U.S. – and for “companies” read “companies, hedge funds, structured credit vehicles, and other what-have-you” – offer their securities in one of two ways:
(1) publicly, and
(2) not. Read more »