Funds and Financial Services

Our Funds and Financial Services team advises our private equity and real estate clients on the entire fundraising process, including marketing their funds to investors, setting market-standard commercial terms of the fund, agreeing documents with investors and closing the fund. The team works closely with tax colleagues to design structures based in jurisdictions such as Jersey, Cayman Islands and Luxembourg as well as the UK that are suitable for the asset class and investment strategy as well as the investor base, whilst keeping the structures as simple as possible to operate.  

The team assists institutional and boutique fund managers across private equity and real estate including specialist strategies across growth capital, venture capital, credit and those raising buy-and-build platforms. The team acts for managers whether they are raising a discretionary fund, spinning out of an existing institution or raising a series of co-investment funds. They also assist institutions and Mishcon family office clients on their fund investment and co-investment programmes.  

The team's financial services experience is broad, helping unregulated entities and individuals understand whether they need to become FCA authorised, advising on the marketing of financial products, appointed representative arrangements, interpretation of the FCA Rules and Guidance and guiding clients through complex UK anti-money laundering and proceeds of crime legislation. The team also regularly advises on the consumer credit regime and regulated mortgages. The team also advises our fund clients, helping them to navigate the UK regulatory implications of their fund structures, marketing rules and their obligations under the Alternative Investment Fund Managers Directive and the EuVECA regime.

Services

Funds:

  • Fund structuring and establishment, including regulatory and tax advice
  • AIFMD and EuVECA guidance
  • Marketing of funds
  • Structuring and formation of the manager/adviser
  • Disputes over carried interest
  • Ongoing regulatory advice
  • Funds due diligence

Financial services:

  • Perimeter guidance: whether proposed or existing activities require FCA authorisation
  • Interpretation of FCA rules and guidance on FSMA legislation
  • Appointed representative arrangements
  • Change of control
  • Appointment & removal of FCA approved persons
  • Collective investment schemes
  • Financial promotion/marketing of financial products
  • Advising fund managers on AIFMD and other relevant regulations
  • Anti-money laundering/proceeds of crime
  • Consumer credit

Experience

Funds:

  • Advising a private equity team on their spin out and establishment of a €120m private equity fund backed by a fund of funds.
  • Advising on the acquisition of UK private equity real estate manager and establishing a new £350m real estate investment fund.
  • Advising a private equity firm based in the UK and US on a series of co-investment funds.
  • Advising a new manager on the structuring and first closing of its £65m growth capital fund.
  • Advising on closing a £250m real estate fund, involving structuring a multi-tier Jersey fund structure.
  • Advising NCL Technology Ventures, a EuVECA manager, on the structuring and first closing of its second venture capital fund targeting £50m focused on medical technologies and advanced therapeutics.
  • Advising Woodford Investment Management on its investment into the management company of Accelerated Digital Ventures (ADV), and its cornerstone investment into the fund alongside L&G Capital and British Business Bank.
  • Advised Woodford Investment Management on its investment into the £125 Dementia Discovery Fund managed by SV Life Sciences including negotiating the terms of a bespoke parallel fund vehicle. (2017)
  • Advising a fund of funds investor on its investment programme, involving committing as a cornerstone investor into a number of private equity funds across Europe.
  • Advising a real estate fund manager on structuring options from a tax, regulatory and operational perspective including as a permanent capital vehicle, under the UK REIT regime and as a fund listed on TISE.
  • Advising a private equity real estate manager on a hybrid private equity and evergreen carried interest structure.
  • Advising a UK pension fund on its cornerstone investment into a UK real estate fund.

Financial services:

  • Advising a US asset manager on a series of interlocking change in control applications on the acquisition of a group of consumer lending companies out of administration.
  • Providing ongoing advice to Woodford Investment Management in relation to compliance with AML requirements for private equity investments.
  • Providing structuring advice and guidance on the definition and scope of the collective investment scheme rules on the acquisition of three funds.
  • Undertaking regulatory due diligence in preparation for the sale of a regulated service company by way of auction.
  • Advising a UK regulated entity in relation to regulatory disclosures to the FCA.
  • Advising a UK business on the UK regulatory implications of equity crowdfunding and the financial promotion rules.
  • Advising a UK investment manager in relation to approved person issues, compliance with FCA rules and guidance, whilst reviewing and advising on LLP agreements from a UK regulatory perspective.
  • Providing perimeter guidance in relation to proprietary trading activities.
  • Advising on various consumer credit issues and the enforceability of underlying loans.

Related services

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