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Index
Cover
Series
Title Page
Copyright
Dedication
Preface
CHAPTER 1: Introduction to Private Equity Operational Risk
INTRODUCTION TO OPERATIONAL RISK
OPERATIONAL RISK COMPARED TO OPERATIONAL DUE DILIGENCE
WHAT IS OPERATIONAL DUE DILIGENCE?
OPERATIONAL DUE DILIGENCE IN THE FIELD OF PRIVATE EQUITY
OPERATIONAL DUE DILIGENCE AS DISTINGUISHED FROM OPERATIONAL MANAGEMENT OF PORTFOLIO COMPANIES
TIMING OF OPERATIONAL DUE DILIGENCE IN THE INVESTING PROCESS
OPERATIONAL DUE DILIGENCE PROCESS
HISTORICAL PERSPECTIVES OF PRIVATE EQUITY OPERATIONAL RISK
ITEMS TYPICALLY COVERED DURING THE OPERATIONAL DUE DILIGENCE PROCESS
CORE VERSUS EXPANDED OPERATIONAL DUE DILIGENCE REVIEWS
SHARED COMMONALITIES BETWEEN PRIVATE EQUITY AND REAL ESTATE OPERATIONS RISK
DIFFERENCES IN OPERATIONAL RISK FACTORS BETWEEN PRIVATE EQUITY AND REAL ESTATE
COUNTRY- AND INDUSTRY-SPECIFIC RISK CONSIDERATIONS
INVESTMENT AND OPERATIONAL DUE DILIGENCE: NEXUS OR BLURRED LINES?
DIFFERENCES AND SIMILARITIES WITH HEDGE FUND OPERATIONAL DUE DILIGENCE
CHAPTER 2: Importance of Operational Due Diligence for Private Equity Funds
UNDERSTANDING THE GOALS OF THE OPERATIONAL DUE DILIGENCE PROCESS
COMMON ARGUMENTS AGAINST OPERATIONAL REVIEWS OF PRIVATE EQUITY FUNDS
COMMON ARGUMENTS IN FAVOR OF PERFORMING OPERATIONAL REVIEWS OF PRIVATE EQUITY FUNDS
CONCLUSION
CHAPTER 3: Beginning the Operational Due Diligence Review: Core Issues
GOAL SELF-ASSESSMENT
DESIGNING AN OPERATIONAL DUE DILIGENCE PROGRAM FOR PRIVATE EQUITY
WHEN DOES THE OPERATIONAL DUE DILIGENCE PROCESS BEGIN?
SIGNALING EFFECTS OF OPERATIONAL FLAGS
REQUESTING AND COLLECTING DOCUMENTATION
NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS
DOCUMENT COLLECTION: WHAT DOCUMENTS SHOULD INVESTORS REQUEST?
DOCUMENT COLLECTION NEGOTIATION TECHNIQUES: AVOIDING A PASS-THE-BUCK ENVIRONMENT
DOCUMENT COLLECTION: HARD COPY OR ELECTRONIC?
FUND MANAGER ON-SITE DUE DILIGENCE CONSIDERATIONS
KEY RISK CONSIDERATION AREAS TO COVER
CONCLUSION
CHAPTER 4: Additional Operational Due Diligence Considerations: An Expanded Analysis
CORE ISSUES VERSUS EXPANDED ANALYSIS
COMPENSATION STRUCTURES
INTRODUCTION TO PRIVATE EQUITY FUND FEES
MANAGER INVESTMENT IN FUNDS
EVALUATING SERVICE PROVIDERS
ADDITIONAL ON-SITE VISIT CONSIDERATIONS: NEGATIVE OPERATIONAL DUE DILIGENCE
ADDITIONAL ON-SITE VISIT CONSIDERATIONS: INTERVIEW TECHNIQUES AND QUESTION DESIGN
ASSET RAISING AND THE USE OF PLACEMENT AGENTS AND THIRD-PARTY MARKETERS
CASH MANAGEMENT AND CONTROLS
BUSINESS CONTINUITY AND DISASTER RECOVERY
UNDERSTANDING THE TRADE LIFE CYCLE PROCESS
LEGAL, COMPLIANCE, AND REGULATORY RISKS
INSURANCE
TECHNOLOGY AND SYSTEMS
TAX PRACTICES
DIAGNOSING AND MITIGATING REPUTATIONAL RISK
CONCLUSION
CHAPTER 5: Valuation Techniques, Methodologies, and Standards
LIMITED PARTNER DISTINCTION BETWEEN FUND LEVEL AND PORTFOLIO COMPANY VALUATION APPROACHES
VALUATION CONSIDERATIONS FOR NEWLY FORMED FUNDS
INTRODUCTION TO VALUATION
GIPS STATEMENT ON PRIVATE EQUITY
IPEV GUIDELINES
FAS 157
USE OF THIRD-PARTY VALUATION CONSULTANTS
VALUATION OUTPUT PROCESS DOCUMENTATION
VALUATION COMMITTEE REVIEW SCOPE
ADDITIONAL LIMITED PARTNER VALUATION CONSIDERATIONS
CONCLUSION
CHAPTER 6: Legal Due Diligence
OPERATIONAL DUE DILIGENCE SPECIALISTS VERSUS GENERALISTS
COMMON PRIVATE EQUITY FUND STRUCTURES
UNDERSTANDING THE PRIVATE PLACEMENT MEMORANDUM
COMMON DOCUMENT RISK ASSIGNMENT TERMS
EXCULPATION AND INDEMNITY
TRENDS IN INDEMNIFICATION AND EXCULPATION CLAUSES
OTHER LEGAL DOCUMENTS CONSIDERATIONS
CONCLUSION
CHAPTER 7: Financial Statement Due Diligence
AUDIT STANDARDS
ACCOUNTING STANDARDS
OTHER FINANCIAL STATEMENT FORMATS
CONSIDERATIONS THAT ARE UNIQUE TO PRIVATE EQUITY AND REAL ESTATE FINANCIAL STATEMENTS
UNDERSTANDING FINANCIAL STATEMENT SECTIONS
OTHER FINANCIAL STATEMENT SECTIONS
UNDERSTANDING FAS 157
CONCLUSION
CHAPTER 8: Distinguishing the Assets Class: Real Estate–Specific Concerns
REAL ESTATE TRADE FLOW PROCESS
SAMPLE REAL ESTATE PROCESS
REAL ESTATE VALUATION
MONITORING CONFLICTS OF INTEREST
FRAUD CONSIDERATIONS: MORTGAGE FRAUD AND STRAW-MAN BORROWERS
UNDERSTANDING REAL ESTATE FUND FEES
PROPERTY HOLDINGS LEGAL CONSIDERATIONS
CONCLUSION
CHAPTER 9: Putting It All Together: Asset Allocation and Ongoing Monitoring
INCORPORATING THE RESULTS OF OPERATIONAL DUE DILIGENCE INTO ASSET ALLOCATION
EVOLUTION OF MINIMUM OPERATIONAL RISK REGIME (MORR)
OPERATIONAL RISK CORRELATIONS TO PORTFOLIO TRANSACTION FREQUENCY
OPERATIONAL LIFT-TO-DRAG RATIO
NEGOTIATING PRIVATE EQUITY SIDE LETTERS
ONGOING MONITORING: OPERATIONAL DUE DILIGENCE MONITORING FOR PRIVATE EQUITY FUNDS
CONCLUSION
APPENDIX 9A: Mathematical Concepts
THE DERIVATIVE
THE CHAIN RULE
THE SECOND PARTIAL DERIVATIVE TEST
CHAPTER 10: Boards, Committees, and Activism
PRIVATE EQUITY FUND ADVISORY BOARDS
DIFFERENT TYPES OF ADVISORY BOARDS: LIMITED PARTNERS VERSUS PURE ADVISORS
ONGOING OPERATIONAL DUE DILIGENCE MONITORING ADVISORY BENEFITS
BALANCING THE ROLE OF INNER CIRCLE VERSUS BROADLY REPRESENTATIVE ADVISORY BOARDS
ADVISORY BOARD CRITICISMS: CROWDING OUT, POWER AGGREGATION, AND REDUNDANT BOARD LAYERS
INFORMATION FLOW CONSIDERATIONS FROM UNDERLYING PORTFOLIO GENERAL PARTNER TO LIMITED PARTNERS
LIMITED PARTNER DUE DILIGENCE CONSIDERATIONS FOR A PRIVATE EQUITY FUND OF FUNDS
ADDITIONAL PRIVATE EQUITY ADVISORY BOARD CONSIDERATIONS
CONCLUSION
CHAPTER 11: Case Studies and Scenarios
CASE STUDIES
HYPOTHETICAL SCENARIOS
CHAPTER 12: Trends and Future Developments
USE OF THIRD-PARTY ADMINISTRATORS
INCREASED FOCUS ON MATERIAL NONPUBLIC INFORMATION IN THE UNITED STATES
INCREASED RELIANCE ON AUDIT-TYPE CERTIFICATIONS
INCREASED USE OF OPERATIONAL DUE DILIGENCE CONSULTANTS
POOLING OPERATIONAL DUE DILIGENCE RESOURCES AMONG MULTIPLE LPS
OPERATIONAL BENCHMARKING
ILPA GUIDELINES
FROM SELF-REGULATION TO MANDATORY REGISTRATION
IMPACT OF DODD-FRANK ON OPERATIONAL DUE DILIGENCE
CONCLUSION
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