lawyer and compliance professional in the financial services industry for the past 20 years. He specializes in the corporate finance, private equity, venture capital and financial services industry laws and regulations. He is also active in mergers and acquisitions, licensing, contracts generally and arbitration. Keskuskatu 8 P.O. Box 1077 00101 Helsinki, Finland +358 10 3090 300 Phone +358 10 3090 333 Fax keith.kessel@procope.fi www.procope.fi landscape relative to private equity continues to evolve. Regulatory focus, investor skepticism and public scrutiny are arguably at historic highs. The media has highlighted several of the abuses, fueling the negative sentiment for the private equity business model. As a consequence, the risks to private equity firms have never been higher. Therefore, it is incumbent upon firms operating in this business to dedicate the time and resources to effectively assess deals, critically evaluate all facets of the deals and vigilantly supervise sales and post- sale customer service. Moreover, firms must be able demonstrate that they have earnestly discharged their due diligence, supervisory and, where applicable, fiduciary responsibilities. Compliance personnel can enhance their value to a firm by effectively shepherding this process. Equity Program thresholds and definitions Use brokers/dealers to distribute or investment advisers to "no-load distribute" (SPVs) and their formation documents with private equity/fund regulations documentation and compliance controls equity product/service line contract(s) for investors and funds custodians, et. al. advise (advise investor clients re: Private Equity products vs. advise issuer/fund) Private Funds, evaluate registration obligations funds not required by Form PF & SEC registration Membership Agreement FINRA WSP checklist, etc. guidance on due diligence Rule 15c2-4 agreement Investment Funds and Investment Management |