New SEC Co-Investment Relief Framework: Increased Flexibility for Business Development Companies and Closed-End Funds
A live 90-minute premium CLE video webinar with interactive Q&A
This program will discuss the recent development from the Securities and Exchange Commission (SEC) permitting certain business development companies (BDCs) and closed-end investment companies to engage in co-investment transactions under a new, simplified, and principles-based framework. The panel will compare the new co-investment relief model with the prior framework and will explore how the new framework will benefit investors and issuers. The panel will also provide guidance for obtaining relief under the new framework.
Outline
- Background on the new co-investment framework
- Key changes and simplifications to co-investment procedures
- How the new co-investment relief compares with the prior co-investment framework
- Practical implications
- Unresolved issues
- Next steps for private fund managers that have existing co-investment exemptive orders or funds that hope to file for an exemptive order
- Practitioner pointers and key takeaways
Benefits
The panel will discuss these and other key considerations:
- What is the background regarding the SEC's new co-investment relief framework?
- How does the new co-investment relief framework differ from the prior framework?
- Does the new exemptive relief framework provide managers of BDCs and closed-end investment companies greater flexibility to engage in co-investment opportunities and enhance retail investor access to private markets?
- What are some key issues that were not addressed in the new relief model?
- What are key considerations and next steps for funds that want to take advantage of the new flexible co-investment framework?
Faculty
John Mahon
Partner, Head of Registered Funds Group
Proskauer Rose
Mr. Mahon has nearly 20 years of experience working with asset management clients in structuring, launching and... | Read More
Mr. Mahon has nearly 20 years of experience working with asset management clients in structuring, launching and managing regulated fund products and other permanent capital vehicles. He represents private equity firms, credit managers and other financial sector participants in a wide range of fund formation, capital markets and securities law matters, including both public and private offerings of business development companies (BDCs) and other alternative vehicles, such as registered closed-end funds and interval funds. Mr. Mahon also has extensive experience in advising asset managers on the unique regulatory complexities involved in launching and managing registered funds and BDCs, including as part of larger platforms, and has sought and obtained SEC exemptive relief on behalf of numerous clients. He has been involved with more than 100 debt and equity offerings, including over 20 initial public offerings (IPOs), reflecting an aggregate of over $10 billion in total proceeds. Mr. Mahon’s work in securities law and M&A includes providing guidance to many NYSE and Nasdaq-listed companies in connection with ongoing corporate governance and SEC reporting and compliance matters. He has routinely handled issues involving tender offers, proxy solicitations, going-private transactions, and beneficial ownership reporting obligations. Mr. Mahon previously worked in the U.S. SEC’s Division of Corporation Finance, where he earned the SEC Capital Markets Award. He is a prominent and engaged member of the investment management community and has spoken and written prolifically. Mr. Mahon has served as an adjunct professor at the George Washington University Law School since 2009, and at the Georgetown University Law Center since 2023.
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Pablo J. Man
Partner
K&L Gates
Mr. Man primarily represents investment advisers, registered closed-end funds (including tender offer and interval... | Read More
Mr. Man primarily represents investment advisers, registered closed-end funds (including tender offer and interval funds), and private funds (including exchange funds, hedge funds, and funds of one). His practice centers on regulatory matters relating to the Investment Advisers Act of 1940. Mr. Man also brings substantial experience to the formation of pooled investment vehicles both registered and exempt from registration under the Investment Company Act of 1940. Mr. Man is highly knowledgeable in the application of the Securities Act of 1933 to private investment funds as well as continuously-offered registered closed-end funds offering their interests in private placements, encompassing offerings without and with a general solicitation. He counsels investment advisers ranging from emerging managers to large global firms on all aspects of their operations, including registration and “status” questions, regulation and reporting, SEC examinations, seeding arrangements, and mergers and acquisitions. Among other things, Mr. Man guides clients on matters relating to custody, recordkeeping (including electronic records), trading, principal and cross-transactions, best execution, performance advertising, fiduciary duty and conflicts. He also has a significant practice counseling clients with respect to “wrap” and model portfolio programs. With respect to registered funds, Mr. Man acts as fund and independent trustee counsel. In addition, he regularly advises fund sponsors and finders with respect to broker “status” issues, including the so-called issuer exemption under Rule 3a4-1, in connection with offers and sales of fund securities.
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Nicole Simon
Partner, Chair Alternative Funds Practice and Derivative and Commodities Practice
Stradley Ronon
Ms. Simon frequently counsels clients focused on making alternative asset classes and strategies available to a... | Read More
Ms. Simon frequently counsels clients focused on making alternative asset classes and strategies available to a broader audience, including high-net-worth and retail investors. Her experience includes advising investment advisers, funds and boards of directors/trustees with regard to traditional and novel product offerings. Ms. Simon regularly advises on the practical and regulatory considerations central to the design, formation and ongoing operation of funds regulated under the Investment Company Act of 1940 (1940 Act), including interval funds, tender offer funds, business development companies (BDCs) and funds electing to be taxed as REIT). With clients ranging in size and background, from private fund sponsors to first-time sponsors of 1940 Act funds to longstanding 1940 Act fund complexes, Ms. Simon is well positioned to advise from a variety of vantage points. Also leading the firm's derivatives and commodities practice, Ms. Simon regularly assists registered and exempt commodity pool operators (CPOs) and commodity trading advisors (CTAs) in navigating multiple, and sometimes conflicting, regulatory regimes. She is a frequent author and lecturer on funds and derivatives, among other topics.
CloseEarly Discount (through 07/25/25)