McKinsey Affiliate to Pay $18 Million for Compliance Failures in Handling of Nonpublic Information

The Securities and Exchange Commission today announced that an affiliate of McKinsey & Company that offers investment options exclusively to current and former McKinsey partners and employees has agreed to pay an $18 million penalty for compliance failures. The SEC’s investigation found that the affiliate maintained inadequate policies and procedures to prevent McKinsey partners from misusing material nonpublic information they obtained as consultants to public companies and other McKinsey clients while they were simultaneously overseeing the affiliate’s investment decisions.

The SEC’s order finds that McKinsey’s affiliate MIO Partners Inc. was investing hundreds of millions of dollars in companies that McKinsey was advising. Certain McKinsey partners oversaw MIO’s investment choices and also had access to material nonpublic information as a result of their McKinsey consulting work. These partners were routinely privy to confidential information like financial results, planned bankruptcy filings, mergers and acquisitions, product pipelines and funding efforts, and material changes in senior management at those companies.

According to the SEC’s order, MIO did not have reasonably designed policies and procedures to address the dual roles for McKinsey consultants who were involved in MIO’s investment choices. For example, the order cites an instance where a McKinsey partner’s access to confidential information about MIO’s investments in a company through a third-party manager created a risk that one of McKinsey’s units could influence the company’s Chapter 11 reorganization plan in a way that favored MIO’s investment.  

“Allowing individuals who may possess or have access to material nonpublic information also to have oversight over investment decisions that may benefit them economically presents a heightened risk of misuse,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “It is crucial that investment advisers have robust compliance policies and procedures in place to address the risks inherent to their organizational structures.” 

The SEC’s order finds that MIO, which is a registered investment adviser and wholly-owned subsidiary of McKinsey, violated Sections 204A and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7. Without admitting or denying the findings, MIO consented to the entry of a cease-and-desist order and a censure, and agreed to pay the $18 million penalty.  

The SEC’s investigation was conducted by Rebecca Reilly, Patricia H. Schrage, William Uptegrove, Neal Jacobson, Richard Hong, Christopher C. Mele, Alistaire Bambach, Andrew B. Dean, and Thomas P. Smith Jr. of the New York Regional Office. The case was supervised by Sanjay Wadhwa and Richard R. Best.