RTW Investments paid $1.4 million to settle allegations made by the SEC that it failed to disclose its own interests in SPACs recommended to investors, dividing shares into roughly 40% going to RTW personnel and the rest going to personnel affiliated with three related funds. RTW’s personnel had material conflicts of interest that could affect the advisory relationship between the company and its clients, leading to RTW rendering advice that was not quite disinterested.
Well folks, let me tell you about an investment advisory firm that decided to learn the hard way. RTW Investments, a New York-based company that specializes in life science ventures, got themselves into a bit of a pickle with the Securities and Exchange Commission (SEC). The SEC accused RTW of failing to disclose its own interests in special purpose acquisition companies (SPACs) it recommended to investors. And as a result, they’ve agreed to settle those allegations for a cool $1.4 million.
Now, if you’ve never heard of a SPAC before, it’s essentially a “blank check” company that raises money by selling stock through an IPO, with the sole purpose of buying privately held businesses. They’ve long been under scrutiny for their transparency and benefits to investors, and it seems RTW Investments decided to take part in the shenanigans.
The SEC’s investigation revolved around two SPACs set up by RTW Investments – Health Sciences Acquisitions Corp. and Health Sciences Acquisitions Corp. 2, established in late 2018 and 2019. By sponsoring these SPACs, RTW was entitled to receive roughly a quarter of the proceeds from the IPO financing. The proceeds would then be used to acquire private companies. Instead of being completely transparent, RTW divided these shares into roughly 40% going to RTW personnel and the rest going to personnel affiliated with three related funds.
Now, why is this a problem? Well, the SEC states that RTW’s personnel had material conflicts of interest that could affect the advisory relationship between the company and its clients. This could lead to RTW rendering advice that was, shall we say, not quite disinterested. Not a great look for an investment advisory company, wouldn’t you agree?
The SEC alleged that RTW’s personnel used money from private fund clients to complete SPAC transactions that ultimately benefited them financially. Sounds like a case of “do as I say, not as I do.” And by not disclosing these incentives, the SEC claimed that RTW violated provisions of the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940.
Interestingly, the SEC didn’t identify the advisory clients or the specific SPAC deals involved in their allegations. But it’s worth noting that both of RTW’s SPACs have participated in large acquisitions in recent years. For example, Health Sciences Acquisitions Corp. bought biopharmaceutical firm Immunovant Sciences in a $100 million deal in December 2019, while Health Sciences Acquisitions Corp. 2 closed a $158 million merger with therapeutics company Orchestra BioMed in January.
So, what does this mean for the future of SPACs and investment advisory firms? Michael Edmiston, a securities lawyer, says this case highlights the dangers of SPACs. “When you have an advisory firm that’s got its own money in a SPAC, they are going to go out and encourage deals regardless of whether it’s in their clients’ best interests.”
In the end, it seems that transparency is the name of the game. Had RTW Investments been more forthcoming about their conflicts of interest and SPAC involvement, they might have avoided this costly lesson. But as with most things in life, hindsight is 20/20.
For now, let’s hope that other investment advisory firms take note of RTW’s missteps and ensure that they’re acting in the best interests of their clients. After all, nobody wants to be the next company to learn the hard way.