Private Funds

Our Practice

We provide a full range of legal services related to private funds including private equity, real estate, infrastructure, energy, clean technology, mezzanine, debt, fund of funds and all other types of illiquid asset funds both in established and emerging markets.

Our team is:

  • Trusted - we are the BVCA's strategic partner in providing training on the establishment of new private fund management entities and the launch of their debut funds through its annual workshop for first-time fund managers.
  • Efficient - dedicated to helping you meet your objectives in the shortest possible time so that legal issues and documentation do not impede your commercial objectives.
  • Commercial - providing advice and draft documentation that is commercially focussed with the objective of securing the most advantageous terms for our clients in light of market conditions.
  • Experienced - dedicated to private funds, our partners and associates are highly experienced in the full range of private funds work, including acting for managers establishing funds and investors into private funds.
  • Recognised - by the UK and international legal directories as being one of the leading firms in the private funds sector.
  • Integrated - fully integrated with our transactional practices in the UK and internationally in order to provide a complete service, from fund formation to portfolio investment acquisition, to refinancing/restructurings and divestment.

Experience

Our private funds team has in-depth experience on an international scale. Recent examples of our work that show the breadth of our capabilituy include revising:

Barings

  • on the establishment of a €350m global special situations credit fund.

British Business Bank

  • on the establishment of British Patient Capital, a £2.5bn programme investing in innovative UK SMEs, as well as various investments in SME focused venture and lending funds.

Chenavari Investment Managers

  • on the formation of four credit funds trading in a broad range of credit investments and following a number of strategies.

Towers Watson and their major UK pension scheme clients

  • on the creation of “fund of one” structures and on various proposed investments in private funds.

Cheyne Capital

  • on the structuring and formation of a major social impact real estate fund and related single investor vehicles.

Climate Change Capital

  • in connection with the restructuring of certain management arrangements.

The European Investment Bank

  • on several fund investments and “mirror” fund arrangements in the renewable infrastructure
    and energy efficiency sectors.

The European Investment Fund

  • on venture capital and debt fund investments, coinvestments and secondary transactions.

First State

  • in connection with its European Diversified Infrastructure Fund II (a €2.5bn long-term European core infrastructure fund).

Funding Circle

  • on the Funding Circle SME Income Fund Limited structuring, formation and listing on the main market of the London Stock Exchange and numerous other fund projects.

Fusion Capital

  • on the establishment of a fund for investment in East African assets, together with the creation of a managed account structure and various ongoing regulatory issues.

Insight Investment

  • on the structuring, formation and operations of a global agriculture fund.

Iona Capital

  • on the formation of multiple waste/renewables-focused funds.

A major hedge fund manager

  • on the establishment of a private equity secondaries fund, structured as a closedended cellular corporate vehicle.

A major UK pension fund

  • in connection with structuring two £450m multi-year private equity allocations (direct investments and funds of funds).

NextEnergy Capital

  • on the structuring, formation and listing of solar energy funds on the main market of the London Stock
    Exchange.

NM Rothschild

  • on the establishment of managed account relationships focusing on UK commercial mortgages.

Resonance

  • on the establishment of Resonance Industrial Water Infrastructure Fund, a closed-ended fund investing in water infrastructure assets in Europe and Asia (including mainland China).

Therium

  • on the establishment of their litigation funding investment structures.

UK Department of Health

  • on its investment in the Dementia Discovery Fund.

Our international transactional team works closely with our funds lawyers to provide dedicated transactional support on investments, restructurings and exits.

Specialist Expertise

We act for managers of, and investors in, the full range of private funds. With specialists across our global network, covering Europe, the Middle East and Asia, we are able to fully understand your business and the markets you operate in. The private funds team is supported by our leading tax, regulatory, employment, transactional and finance teams.

Fund formation

We assist institutional and independent managers, including first time fund managers, from around the world in establishing the full range of private funds.  We can advise on:

  • Structuring - developing the optimal structure for a fund

  • Terms - appropriate terms which incorporate the latest market developments

  • Documentation - we have developed an integrated suite of market tested documentation which we tailor to suit the needs of our clients

  • Regulation - all the regulatory issues involved in establishing and marketing a fund

  • Negotiations - we are experienced in negotiating with investors from around the world

  • Incentive schemes - all aspects of team incentive schemes, including carried interest and co-investment schemes

  • Ongoing support - provision of a compliance manual, advising on transfers of interests in the fund, amendments to fund documents and transaction support.

Establishing a fund management business

We have advised on fund management start-ups and spin-outs over many years, and have accumulated considerable experience on all relevant legal issues.  This allows us to provide practical and comprehensive advice. We can assist with issues in relation to previous employers (restrictive covenants and confidentiality), structuring the business, relevant documentation (such as limited liability partnership agreements and shareholder agreements) and all regulatory issues including obtaining relevant authorisations.

We are also proud to be a strategic partner of the BVCA in providing training on the establishment of new private fund management entities and the launch of their debut funds through its annual workshop for first-time fund managers.

Investing into funds

We act for investors into the full range of private funds (both in terms of structure and asset class). We recognise that investors have different concerns and work with you to understand your needs so that we can identify potential issues with the proposed fund structure and documentation.

We review documentation efficiently and respond without delay so that your investment is not unnecessarily delayed. We ensure that senior, experienced lawyers with the relevant expertise are involved in all fund reviews so that relevant issues are identified and brought to your attention early in the process.

Secondaries

We are experienced in and can advise you on all aspects of secondaries transactions, whether it is a transfer of an interest in a single fund or the sale of an entire portfolio of fund interests.