This episode of PE Pathways features Dr. Jessica Wachter, former chief economist and director of the Division of Economic and Risk Analysis at the Securities and Exchange Commission (SEC), now a professor in quantitative finance at the Wharton School at the University of Pennsylvania. Hosted by Troutman Pepper Locke attorneys Ben Mittman and Genna Garver, the conversation explores Wachter’s experiences at the SEC during a period of active investment management rulemaking, including her insights on private fund advisor rules, the economic analysis behind regulatory proposals, and the impact of recent deregulatory trends under the current administration. The episode provides valuable perspectives on the evolving regulatory landscape for private funds, the importance of public comment in rulemaking, and practical advice for fund managers navigating compliance amid shifting priorities at the SEC.

One discussion point in this episode was the possibility of an executive order being issued by President Trump, directing the SEC and the Department of Labor to pave the way for making alternative assets a viable option in employers' 401(k) plans. Since the recording of this episode, Trump issued such an executive order, titled "Democratizing Access to Alternative Assets for 401(k) Investors.”

Partner Jeremy Levy hosted the first live recording of PE Pathways at Troutman Pepper Locke's third annual Private Equity Perspectives Summit, held this year in Kohler, WI. Jeremy was joined by Troutman Pepper Locke Partner Chris Rossi and Todd Crescenzo, managing partner and chief investment officer of our client Clear Creek Investments, and Kevin Geaney, managing director at our client Five Arrows Managers. In this episode, the panel discusses the new brand of uncertainty in the market and how to navigate it. Topics include fundraising, the debt markets, and portfolio company management.

In this episode of PE Pathways, Partners Nick Stawasz and Dan Boland discuss the distinctions between engaging an expert or an arbitrator for resolving post-closing purchase price and earnout disputes in M&A deals. The conversation highlights that the choice between these two methods can depend on factors such as the dispute's value, the desired speed, and the need for finality. Overall, the episode underscores the necessity of carefully drafting dispute resolution clauses.

In this episode of PE Pathways, Thao Le, a partner in the firm's Private Equity practice, hosts a discussion with Partners Josh Gelfand and Thomas Gray. Josh is in the firm's Employee Benefits + Executive Compensation practice, and Tom is in the firm's Tax practice. The conversation delves into the fundamentals of carried interest in private equity, its function as an incentive, and the associated tax implications.

In this episode of PE Pathways, Troutman Pepper Locke Partners Thao Le, John Ford, and John Falco discuss the potential regulatory impacts of the Trump administration on the private equity industry. The conversation covers the challenges and opportunities for private equity in light of potential regulatory changes, including the custody rule under the Investment Advisers Act and the regulation of digital assets and cryptocurrencies. They also discuss the potential impact of the Trump administration on the future enforcement environment and the IPO market. The episode concludes with predictions about the administration's regulatory priorities and their potential impact on the private equity industry.

In this episode of PE Pathways, Troutman Pepper Locke Partners Tricia McNeill and Jonathan Homer delve into the current state and trends in the debt and lending markets, particularly as they impact private equity sponsors. Key points include the Federal Reserve's decision to pause rate cuts, market uncertainty due to various economic factors, competition and collaboration between private credit and broadly syndicated markets, and cautious optimism for increased deal activity in the latter half of the year. They also emphasize the importance of strong lender relationships and adaptability in navigating the evolving debt market landscape.

This podcast was recorded prior to the announcement on April 2, 2025, of the executive order implementing reciprocal tariffs.

In this episode of PE Pathways, Brandon Raphael, a partner from the firm's Private Equity practice, is joined by fellow Partners Barbara Sicalides and Joe Farside from the firm's Antitrust practice group to discuss antitrust issues impacting private equity firms and M&A in general. Key points discussed include antitrust priorities under the new administration, noncompete and restrictive covenants, the antitrust enforcement environment, private equity and antitrust scrutiny, and state-level antitrust enforcement, among other topics.

Since the recording of this podcast, there have been some additional developments related to the direction of the new administration worthy of mention. On March 12, 2025, Abigail Slater was confirmed as assistant attorney general for the Antitrust Division. In addition to her confirmation hearing commitment to the pro-enforcement 2023 Merger Guidelines, Slater, in a March 17, 2025, memo to staff, noted that the agency will prioritize consumer markets: "In an era of rising prices, pocketbook issues are front of mind." In addition to consumer markets, she has identified 5G, artificial intelligence, quantum computing technology, and agriculture as important areas for DOJ attention because those markets could harm small business and farmers. In what could be a hopeful sign for private equity, Slater has also appointed counsel for a large U.S. asset management firm to lead the agency's merger enforcement.

With respect to the Federal Trade Commission (FTC), for the first time in history, the president has terminated the two remaining Democratic commissioners, and the president's nominee, Mark Maedor, awaits senate confirmation. The FTC has asked the Fifth and Eleventh Circuits to stay the two challenges to the worker noncompete ban rule for 120 days in order for the FTC to "reconsider its defense of the challenged rule." The FTC has also announced the formation of a Labor Task Force that will "prioritize rooting out and prosecuting deceptive, unfair, and anticompetitive labor-market practices that harm American workers," including by bringing enforcement actions against inappropriate employee noncompetes. On the merger front, the FTC staff again urged the Indiana Department of Health to deny the pending application to merge two health systems, in part, based on the merger's potentially negative impact on the relevant labor market. The FTC vote to submit the staff comment to the Indiana Department of Health was 4-0, suggesting that the new administration will not simply abandon its concerns regarding U.S. workers.

In this episode of PE Pathways, Thao Le and Stephanie Pindyck Costantino discuss the evolving landscape of secondary transactions in the private equity market. They highlight the significant growth in secondary transactions, the nature and impact of secondaries, and the dynamics of LP-led and GP-led secondaries. The conversation covers the complexities and regulatory considerations and emphasizing the importance of third-party valuations and proper documentation. The episode concludes with a reflection on the future of the secondary market which will be driven by institutional players and sophisticated LPs.

In this episode of PE Pathways, Thao Le, Jeremy Levy, and Tom Gray discuss the intricacies and implications of employee retention tax credits (ERCs) for private equity and M&A transactions. While ERCs were created in response to COVID-19 to offer relief to employers in the early days of the pandemic, the conversation highlights the ongoing relevance of ERCs due to the statute of limitations for claiming and auditing these credits, which extends into 2025 and beyond. The speakers address the challenges posed by fraudulent claims and the IRS' scrutiny of ERCs, emphasizing the need for careful due diligence in transactions involving companies that have claimed these credits. They also discuss the strategies employed by buyers to mitigate risks during the deal-making process.

PE Pathways, hosted by attorneys from our Private Equity practice, is a podcast series where experienced dealmakers share their thoughts on current private equity and M&A trends and developments. Stay informed about the latest market trends, regulatory changes, and innovative investment strategies that are shaping the future of private equity. Tune in to listen as our discussions delve into the intricacies of the private equity industry, with topics around deal sourcing and due diligence; portfolio company management; fund formation and compliance; tax and employment issues; and exit strategies among others.

In this episode of PE Pathways, Nick Stawasz and Tracey Diamond discuss restrictive covenant agreements (RCAs) in private equity transactions. Key points of discussion include the impact of the injunction of the FTC's proposed rule on non-competes, variations in state laws regarding RCAs, the reasonableness of non-competes in business transactions, alternative protections like non-solicitation and confidentiality agreements, the importance of protecting trade secrets, and the need for private equity firms to tailor and update restrictive covenants for each acquisition. In addition to appearing on this episode, Tracey also co-hosts the firm's labor and employment-focused podcast, "Hiring to Firing," where she explores pressing labor and employment law issues and offers unique perspectives inspired by pop culture, hit shows, and movies.