SEC Charges Hudson Advisors and Lone Star Global for Failing to Disclose that Fund Fees Included More Than $50 Million of Owner’s Income Tax Liability

The Securities and Exchange Commission announced charges today against registered investment advisers Hudson Advisors L.P. and Lone Star Global Acquisitions Ltd. for including Hudson’s owner’s anticipated income tax liability as a component of certain fees charged to 14 private equity funds they managed. Hudson and Lone Star Global have agreed to pay $11.2 million in civil penalties and have reimbursed the affected funds $68.5 million, which includes interest on the undisclosed tax liability charges.

According to the SEC’s order, between at least 2005 and 2017, Hudson included $54.6 million of its owner’s anticipated U.S. tax liability in fees charged to the funds. By law, these tax liabilities were payable by the owner rather than by Hudson. The SEC’s order finds that Hudson and Lone Star Global never disclosed the inclusion of these tax liabilities to their clients. The order also finds that Hudson and Lone Star Global were not authorized to charge this fee component without full and fair disclosure to the funds. Lastly, the order finds that Hudson and Lone Star Global failed to implement appropriate policies and procedures in connection with conflicts of interest and disclosure of fees charged to advisory clients.

"As fiduciaries, investment advisers must provide full and fair disclosure of their fees and charges to clients," said David Peavler, Director of the SEC’s Fort Worth Regional Office. "According to the SEC’s order, Hudson and Lone Star Global failed this duty for 13 years, and today’s action confirms that the Commission will hold firms accountable for such failures."

Without admitting or denying the SEC’s findings, Hudson and Lone Star Global agreed to a cease-and-desist order finding that they violated Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rules 204(6)-7 and 206(4)-8 thereunder, and ordering them to pay the $11.2 million penalty.

The SEC’s investigation was conducted by Jaime Marinaro, Kathleen Galloway, and Carol Stumbaugh of the Fort Worth Regional Office and Brian Fitzpatrick of the Enforcement Division’s Asset Management Unit. The investigation was supervised by Sarah S. Mallett, Timothy McCole, Barbara Gunn, and Eric Werner. Keefe Bernstein provided trial assistance under B. David Fraser’s supervision. The SEC appreciates the assistance and cooperation of the United States Attorney’s Office for the Southern District of New York.