Fiduciary Duties Of Managers In Limited Partnership Structured Private Equity Fund

Sky-rocketing can be used to describe the recent development of limited structured private equity funds.With the advantages of efficient investment and operation,flexible incentive mechanism and preferential tax level,it has gained the favor of the financial industry.But due to the natural information asymmetry between limited partners and general partners,the imbalanced distribution of responsibilities or adverse selection problems,resulting in the general partner with its ease to master the substantial right to operate the fund against their fiduciary duty,damaging the legitimate rights and interests of fund investors and the fund.In view of the fiduciary relationship within the trust and the obligation of the trust within the private equity,the fiduciary duties can be the core of the manager's obligation.However,China's private equity fund managers compulsory regulation scattered in many legal documents,not only the form is incomplete,there is lack of systematic integration;in the aspect of partnership agreement,it's not effective as it should be,lacking clarifications on the fiduciary duty,not playing an effective role to prevent managers misconduct.This article focuses on the Chinese limited partnership private equity fund managers' lack of fiduciary duty,try to explore it's fundamental reasons,and tries to clarify the fiduciary duty in the connotation of private equity funds in legislation,combined with the mature market is relatively complete,put forward several advice to perfect rules regarding fiduciary duty of fund managers,including clear legislation to regulate the fund manager's fiduciary duty,strengthen the restriction of limited partnership agreement,strictly control the market access of fund managers,and establish the integrity system of fund managers.Apart from the introduction and conclusion part,this article is divided into four parts.The first part focuses on the explanation of fiduciary duty,and combined with adequate research,focusing on the accordance between common management duties and fiduciary duties,but also address the special features of limited structured private equity fund management fiduciary duties.The second part puts the essentials of discussion on the regulation of fiduciary duty of fund managers,as well as the agreement on fiduciary duty in partnership agreements.Moreover,this part analyzes the legal regulation status of above-noted fiduciary duties,points out the gaps in the superficial and substance level,at the same time discussed the function of partnership agreement in regulating fiduciary duties and how it's restricted.The third part shifts its angle to United States,which market is more mature,with wellestablished system and intact regulation,with the interpretation of relevant provisions of the general partner,trying to grasp the trend of the fiduciary duties as well as the possibility of legal transplantation.The fourth part puts an overall consideration on the future regulation of the limited partnership structured private equity fund manager fiduciary duties,attempts from the aspects of relevant laws and regulations,the partnership agreement and other supporting measures to perfect the fiduciary duties of fund manager regulation system,so as to guarantee a healthy environment,also ensures the adequate protection of the related investors.