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Black Market Capital BLACK MARKET CAPITAL Steven M. Davidoff* Introduction .......................................................................... 175 I. The Rise of Private Equity and Hedge Funds .......... 183 A . Private Equity ...................................................... 183 B . H edge Funds ........................................................ 191 II. The Regulation of Private Equity and Hedge F u nd s .......................................................................... 20 1 A. The Investment Company Act ............................ 201 B. The Investment Advisers Act .............................. 206 III. The SEC, Private Equity, and Hedge Funds ............ 211 A. SEC Regulation of Hedge Funds ........................ 211 B. SEC Regulation of Private Equity ...................... 216 IV. On Black Market Capital ........................................... 217 A. The Economics of Black Market Capital ............ 217 B. A Black Market for Alternative Investments and M arkets ......................................................... 219 1. Fund A dvisers ................................................. 219 2. SPA C s ............................................................. 224 3. Alternative Markets ....................................... 228 4. BDCs, STACs, ETFs and Indexes .................. 231 V. On Irrationality, Distortion, and Anti- Com petitiveness ......................................................... 236 A. Black Market Capital's Irrational and Distortive Effects ................................................. 236 1. Black Market Investments ............................ 236 2. Black Market Markets ................................... 241 3. Black Market Capital's Competitive Harm .. 243 * Assistant Professor of Law, Wayne State University Law School. B.A., University of Pennsylvania; J.D., Columbia University School of Law; M.S., Finance, London Business School. The author would like to thank Erica Beecher-Monas, Peter Henning, Roberta Karmel, Troy Pare- des, and Houman Shadab and the faculty work-shop attendees at Brook- lyn Law School for their helpful comments and suggestions as well as Laura Berdish at the University of Michigan Business School library and Stefanie Schiffer and Neil Williams for their invaluable research assis- tance. No. 1:172] BLACK MARKET CAPITAL VI. Toward Retail Capital ................................................ 246 A. The Open Market Solution's Benefits ................. 247 B. The Open Market Solution's Costs ..................... 250 C . Investor Risk ........................................................ 250 D . System ic Risk ....................................................... 257 E. Cyclicality and the Relevance of Investment Perform ance ......................................................... 259 F. SEC Imprimatur and Distraction ....................... 260 G. The Open Market Solution's Structure .............. 261 V II. C onclusion .................................................................. 265 Hedge funds and private equity offer unique investing op- portunities, including the possibility for diversified and ex- cess returns. Yet, current federal securities regulation effec- tively prohibits the public offer and purchase in the United States of these hedge fund and private equity investments. Public investors, foreclosed from purchasinghedge funds and private equity, instead seek to replicate their benefits. This demand drives public investors to substitute less-suitable, publicly available investments which attempt to mimic the characteristicsof hedge funds or private equity. This effect, which this Article terms black market capital, is an economic spur for a number of recent capital markets phenomena, in- cluding fund adviser IPOs, special purpose acquisition com- panies, hedged mutual funds and specialized exchange traded funds, all of which largely attempt to replicateprivate equity or hedge fund returns and have been marketed to pub- lic investors on this basis. Black market capital has not only altered the structure of the U.S. capital market but has shifted capital flows to non-U.S. markets and engendered the creation of U.S. private markets. This Article identifies and examines the ramifications of black market capital. It finds this effect to be an irrationalby-product of current hedge fund and private equity regulation, one likely harmful to U.S. capital markets. These are external costs inherent in the cur- rent regulatory scheme which the SEC has not recognized. The SEC should consequently undertake a thorough cost- benefit analysis of its hedge fund and private equity regula- tion. Based on the available evidence, such an analysis is 174 COLUMBIA B USINESS LAW RE VIE W [Vol. 2008 likely to conclude that the benefits of a regulatory scheme permitting the public offer of hedge funds and private equity funds as a component investment of a diversified portfolio not only exceed its costs but is superiorto current regulation. No. 1:172] BLACK MARKET CAPITAL No. 1:172] BLACK MARKET CAPITAL INTRODUCTION Hedge funds and private equity have become influential forces in American capital markets.' They are also contro- versial. Both hedge funds and private equity have been stri- dently criticized for their exorbitant fees and the spectacular profits of some of their managers, their involvement in a number of high-profile, controversial transactions and in- vestment scandals, and the systemic and idiosyncratic risks these investments pose.2 Yet, their out-size presence has undoubtedly altered the structure of U.S. capital markets: twenty-eight percent of the aggregate amount of announced domestic takeovers in 2007 involved private equity' while hedge funds have emerged as vocal public company share- holder activists and a source of market liquidity, diversifica- tion, and risk-management.4 The influence of these two in- vestment classes is only likely to increase. Hedge funds held an estimated $2.79 trillion in assets as of the close of 2007, a 16.95% increase over the previous year.5 Meanwhile, private equity domestically raised an estimated $302 billion in eq- uity commitments in 2007, a nineteen percent increase over the prior year when $255 billion was raised, and an amount ' I define the terms hedge funds and private equity infra Parts I.B and I.A, respectively. 2 See Jonathan H. Gatsik, Hedge Funds: The Ultimate Game of Liar's Poker, 35 SUFFOLK U. L. REV. 591 (2001); Jenny Anderson, Like Them or Loathe Them, Hedge Funds Aren't Going Away, N.Y. TIMES, Jan. 12, 2007, at C5; Andrew Ross Sorkin, Of Private Equity, Politics and Income Taxes, N.Y. TIMES, Mar. 11, 2007, at 37; Jenny Anderson, The Private Lives of Hedge Funds, N.Y. TIMES, Dec. 29, 2006, at C1; David F. Swensen, Op-Ed., Invest at Your Own Risk, N.Y. TIMEs, Oct. 19, 2005, at A21. 3 Dealogic Database (search data on file with author). See infra notes 83-85 and accompanying text. See Hedge fund assets rise to USD2.8trn, says asset flows report, www.hedgeweek.com, Feb. 12, 2008. http://www.hedgeweek.com/articles/detail.jsp?contentid=243020 (last vis- ited Feb. 17, 2008). COLUMBIA BUSINESS LAW REVIEW [Vol. 2008 which will likely sustain well over a trillion dollars in new corporate acquisitions . Private equity and hedge funds, in particular, are capital markets phenomena which have achieved significance only in recent decades. Yet, the primary regulatory law which purports to govern them, the Investment Company Act,7 dates to 1940, and the regulations thereunder governing open-end investment companies have largely been promul- gated to regulate the mutual fund industry.8 The Securities and Exchange Commission ("SEC") has refused to accommo- date the differing structure and operation of hedge funds and private equity. Instead, the Investment Company Act and its related regulation effectively prevent hedge funds and pri- vate equity from accessing the public market for investors.9 Hedge funds and private equity consequently avoid applica- tion of the Investment Company Act by forgoing public capi- tal-raising; they alternatively raise capital from high net- worth investors and pension and other investment funds in the U.S. private market or otherwise in foreign fund-raising which excludes U.S. investors altogether. In either case, the 6 See Private equity enjoys record fund-raising in 2007, S.F. Bus. TIMEs, Jan. 8, 2008, available at http://www.bizjournals.com/sanfrancisco/stories/2008/01/07/daily2l.html. Hedge funds and private equity are generally not required to publicly dis- close their performance, assets under management, or capital raised; the figures for these measures cited throughout this Article are thus estimates based on publicly available information and voluntary disclosure made to private database services. 7 15 U.S.C. §§ 80a-1 to 80a-64 (2007). ' The Investment Company Act defines an open-end investment com- pany as "a management company which is offering for sale or has out- standing any redeemable security of which it is the issuer." A closed-end investment company is defined as "any management company other than an open-end company." Id. § 80a-5(a). Because they permit redemptions, hedge funds and private equity funds are classified as open-end invest- ment companies under the Investment Company Act. ' See generally Roberta S. Karmel, Mutual Funds, Pension Funds, Hedge Funds and Stock Market Volatility-What Regulation by the Securi- ties and Exchange Commission is Appropriate?80 NOTRE DAME L. REV. 909 (2005) (discussing SEC attitude towards, and political forces
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