私募股权基金的关联交易

Group 1 - The core viewpoint of the article is the definition and scope of related party transactions in private equity funds as outlined in the "Private Investment Fund Filing Guidelines" issued by the Asset Management Association of China [1][3] - Related parties include general partners, investors, and other funds managed by the same actual controller, as well as any parties with significant interests related to these entities [1][4] - The guidelines categorize related transactions into two types: reverse transactions and same-direction transactions, with specific examples provided for each type [6][7] Group 2 - The internal decision-making mechanism for related transactions involves both the management and the fund level, requiring a well-established management system for pricing and approval processes [8] - Related transactions must be clearly defined in the fund contract, including special decision-making mechanisms and avoidance arrangements for related parties during voting [8][10] - The voting process for related transactions can lead to potential deadlocks if related parties abstain from voting, necessitating careful structuring of decision-making mechanisms [9] Group 3 - Information disclosure regarding related transactions is mandated by the guidelines, requiring clear arrangements for pre-transaction and ongoing disclosures in the fund contract [13] - The management must fulfill disclosure obligations at various stages of fund operation, with common methods including emails, written documents, and public announcements [13] - During the fundraising phase, detailed disclosures about related transactions must be included in the risk disclosure section of the fund's offering documents [17] Group 4 - Non-compliance with related transaction regulations can lead to disciplinary actions from the Asset Management Association, including written warnings and public reprimands [14] - Historical cases show that several fund managers faced penalties for failing to disclose related transactions, resulting in severe consequences such as loss of membership and suspension of fund filings [15] - The guidelines emphasize the importance of compliance with information disclosure rules, with potential administrative measures for violations [15]