几十年来，私募基金一直在从它们投资的公司那里收取“交易费”，这笔费用通常和并购或者首发上市有关。有时它们和投资者分享收益，有时它们将报酬据为己有。这项费用低则数万美元，高则数千万美元。无论怎样，私募基金总能实现正回报，减少投资失误带来的损失。

    但今年4月份，美国证监会（SEC）律师大卫•布拉斯威胁要打破私募基金的镀金如意算盘。大卫表示，应该要求收取交易费的私募基金公司注册为券商，而不仅仅是投资顾问。简而言之，他的做法就是以其人之道还治其人之身：如果私募基金取代外部投资银行来收取交易费，那就意味着私募基金承担了投行的工作。因此从监管角度出发，私募基金就应该和投行列为同类机构。

    布拉斯这番话在私募基金界引起了轩然大波。注册为券商后将出现很高的合规成本，由此带来的深度监管也会让私募基金公司很不自在。

    我们不知道的是，在布拉斯做出此番表态之前，已有私募基金从业者向美国证监会提出了举报，内容和布拉斯随后的公开发言一致。前两天，《克莱恩商业周刊》（Crain's New York）首先报道了这次举报事件，但只将举报者描述为“资深私募基金业内人士”。报道还指出，举报者的要求是最多获得SEC罚款所得收入的30%。

    周一早上，我和举报者的律师乔丹•托马斯进行了接触。托马斯曾在美国证监会供职，现在是Labaton Sucharow律师事务所合伙人。他告诉我，他的客户确实是一位私募基金高管（“而不是服务供应商”），这位客户所在的公司并不知道其身份。托马斯还说，举报明确提到了几家公司，但他拒绝透露具体是哪几家。

    托马斯表示，总的来说，他对收取交易费是否合适并无个人意见。但他显然相信，私募基金公司在尚未注册为券商的情况下收取费用违反了证券法。考虑到私募基金公司掌握的资金规模——更不用说收购交易中的买方资金了——他认为加强监管是恰当的做法。

    For decades, private equity funds have collected "transaction fees" from their portfolio companies, often related to mergers or initial public offerings. Sometimes they share with their investors, sometimes they don't. Sometimes the fees are for tens of thousands of dollars, sometimes for tens of millions. Either way, the practice gooses positive returns and lowers the losses from lousy ones.

    Back in April, however, an SEC attorney named David Blass threatened to upset the gold-plated apple cart. He gave a speech arguing that private equity firms receiving transaction fees should be required to register as broker-dealers, rather than simply as investment advisors. In short, he used private equity's own justification against it: If private equity charges transaction fees in lieu of hiring an outside investment bank, then that would mean that private equity is doing the work of an investment bank and should be similarly categorized for regulatory purposes.

    Blass's comments sent shock waves throughout private equity. Complying with broker-dealer registration is costly, and opens up a depth of regulatory scrutiny to which private equity is unaccustomed.

    What we didn't know at the time was that Blass's speech came after the SEC had received a whistleblower complaint from someone within the private equity industry, privately alleging what Blass would soon discuss publicly. The complaint was first reported yesterday by Crain's New York, which only identified the whistleblower as a "senior private equity insider," and added that he or she stands to collect up to 30% of any related proceeds from SEC penalties.

    Earlier this morning I spoke with the whistleblower's attorney Jordan Thomas, a former SEC official and current partner with Labaton Sucharow. He tells me that his client is indeed a senior private equity exec ("not a service provider") and that his or her firm is unaware of his client's identity. Thomas adds that the complaint specifically names several firms, although he declined to name them.

    Thomas says that he has no personal opinion on the appropriateness of transaction fees in general, but clearly believes that private equity firms have been violating securities laws by charging them without first registering as broker-dealers. And given how much money private equity firms are managing – not to mention those on the other sides of buyout deals – he believes greater oversight is appropriate.