PARTNER CONTENT
Adrian Camara, Co-Founder and CEO of Athennian
In January 2025, the US Securities and Exchange Commission handed down more than $63 million in fines to some of the world’s most successful private market firms. Their offence? Poor recordkeeping.
The penalties were not the result of high-stakes fraud or shady dealing. They came down to a compliance mistake: failure to maintain proper books and records, particularly for electronic communications. It’s the kind of operational oversight that rarely makes headlines, but also isn’t that rare. It wasn’t a technical failure. It was operational, and it was entirely preventable.
This is what we call a governance oops — a moment where administrative actions crystallise into material risk for a company.
It’s also not an outlier. As funds, investment structures, and portfolios grow more complex, with sophisticated tax features, international entities, and more leverage, these kinds of “oops” moments are happening with increasing frequency. It impacts visibility to regulators, increases GP operating costs, and often degrades LP experience with challenging reporting cycles.
Fortunately, there’s a better way to manage this risk and ensure governance operations are not only accurate, but strategic. First, it’s important to understand how these missteps happen and why private market firms can no longer afford to treat governance like a back-office chore.
What happens without governance ops
Governance oops moments rarely happen all at once. They build slowly, quietly, through routine process gaps like incomplete data, fragmented tools and siloed teams.
The SEC’s 2025 action was a wake-up call, not just because of the size of the fines, but because of what it revealed: Even highly sophisticated firms can stumble over basic compliance when governance operations aren’t aligned.
And it’s not a lone example. Consider a few more real-world scenarios:
- Misfiled UBO records: An international bank recorded the wrong Ultimate Beneficial Owner for a subsidiary. They only discovered it after a regulator flagged the discrepancy, triggering a painful scramble and reputational damage.
- Missed filing deadlines: A Dutch entity owned by a global company was struck off the registry after a routine filing was missed. Unfortunately, that entity held 40% of the company’s global business, and the delisting happened one quarter before a planned IPO.
- Dissolved entities in litigation: A global real estate developer’s UK tax team dissolved several entities to create tax efficiencies. But no one checked with the legal team to discover that those entities were named in active US litigation.
These examples share a common root cause: governance data and actions living in disconnected places with no single source of truth. When information is split between spreadsheets, email chains and legacy systems, each team sees only a piece of the puzzle. That makes it far too easy for something important to be missed. Yet these operational weak points are often seen as normal, chalked up to bad luck or an unavoidable side effect of complexity. But they don’t have to be.
The costs of governance oops
When administrative gaps turn into regulatory breaches or reputational damage, the costs multiply quickly. Fines are clearly a problem, but so are delays to deals, heightened audit risk and diminished investor trust.
A recent Private Equity Wire Rapid Read survey asked respondents to identify the biggest operational challenges associated with increasingly complex fund and entity structures. Possible answers included:
- Lack of a centralised source of entity data
- Compliance errors and regulatory exposure
- Manual processes creating delays or inaccuracies
- Fragmented technology systems or poor integration
- Cross-functional collaboration breakdowns
- Difficulty producing timely, accurate, investor-grade reports
Far from being hypothetical options, these answers are the kinds of everyday conditions that create instances of governance oops. They also reflect the reality many firms live in every day, where governance operations rely on disjointed tools and informal processes. When administrative actions like a missed filing, forgotten entity or outdated record can create material risk, something needs to change.
A better way with governance ops
Governance ops is the operational backbone that helps private equity firms avoid these pitfalls. It’s a discipline, not just a platform — one that aligns legal, finance, tax and compliance teams through a single source of truth.
Where traditional governance is reactive, fragmented and often relegated to back-office functions, governance ops is proactive, centralised and strategic. It enables full visibility, collaboration across teams and jurisdictions, and greater confidence in planning and decision-making.
Governance ops in action looks like:
- Centralised, accurate data: A single source of truth for all legal entities, structures, ownership, compliance requirements and governance documents means no more chasing up-to-date information.
- Proactive vigilance and alerts: Filing deadlines, ownership changes and regulatory actions trigger timely updates across all relevant teams well before issues arise.
- Clear and automated workflows: Repeatable processes like filings, approvals and entity updates are documented and automated to reduce the risk of error and free up time for higher-value work.
- Shared visibility and collaboration: Legal, finance, compliance and tax teams operate from an integrated, shared environment, reducing duplication and enabling greater communication.
Done right, governance ops transforms governance from a reactive clean-up function into a core capability that supports investor confidence, regulatory preparedness and operational agility.
Don’t wait for the oops moment
Private equity firms are not strangers to operational transformation, but governance so far has lagged behind in digital maturity. That’s changing fast.
As portfolios scale and regulatory scrutiny increases, governance ops is becoming table stakes for firms that want to move with speed and confidence. The time to modernise isn’t after an oops: It’s now. The firms who adopt governance ops aren’t just protecting themselves from risk. They’re unlocking faster reporting, smoother transactions and better stakeholder communication. That’s because governance ops doesn’t just fix problems. It builds strategic advantage.
The next governance oops may not cost $63 million, but even a small oversight can stall a deal, trigger a compliance review or erode investor trust. In today’s rapidly changing environment, those risks aren’t abstract: They’re urgent.
Future-conscious private equity firms have an opportunity to move beyond reactive entity management and embrace an operational model designed for the complexity they’re managing. By investing in governance ops, they can ensure their structures are sound, their data is reliable and their teams are aligned. That’s not just good governance – it’s good business.
Adrian Camara, Co-Founder and CEO of Athennian – Athennian is a modern entity management and governance operation platform. Since launching the company in 2017, Adrian has led Athennian to rapid growth, building a team of nearly 100 employees globally. Prior to founding Athennian, Adrian practiced law at McCarthy Tétrault LLP, where he specialized in corporate law, governance, and compliance. He holds a BA in History from Glendon College and a JD from the University of Western Ontario.
