Private Corporation & Fund

If you want to make a strategic investment in the form of setting up a fund in Europe and thus want to let the good ratings of this country work in your favour, you have come to the right place.

Some European countries have proven themselves as a fund domicile.

For example, Luxembourg is one of these countries. The country is recognized with a legal and regulatory framework that offers solutions our customers need.

In addition, the country has the lowest debt ratio in the world thanks to solid public finances and a high national rating (AAA).

We examine your possible strategic solutions. Therefore, we can give the right advice on which country would be the right choice to set up a fund or private holding company in your situation.

Fund Structuring

Identification of your needs
Legal advice
- Working with you in identifying the optimal fund structure for your project.
- Analysing and optimising the project in the jurisdictions involved (at the level of the fund, the investors and the investments).
Fund set-up
Drafting of asset management and contractual documentation
- Preparation of constitutional documentation (prospectus, articles, management regulations, articles and programme of activity of the management company, subscription agreement), as the case may be.
- Drafting, negotiating on behalf of the client, notably the investment management, investment advisory, depositary, central administration, prime broker, distribution and service level agreements.
- Reviewing regulatory documentation.
- Organisation of redomiciliation 
- Merger of existing structures.
For regulated structures: Submission and negotiation with the regulatory authorities
- Preparation and lodging of the application file with the regulatory authority in order to get the authorisation on the overall set-up.
Registration for distribution abroad
- Regulatory support for the registration abroad and/ or notification procedure (product passporting).
Establishment of SPV, Feeder and parallel structures
- Coordinating and instructing local counsels
with respect to the establishment of the special purpose vehicles, the related general partners, the management company and the appointment of the investment advisor in investee jurisdictions, as well as obtaining all necessary regulatory local approvals.
Launch / further development
Information memorandum and securities laws compliance
- Preparing Term Sheet based on the settled structure for the fund at the first round table
Closing
- Reviewing/producing legal opinions to be delivered to investors by local counsels, coordinating execution of subscription documentation by the investors and preparing and circulating closing bibles for the investors and the fund.
- Assisting in the implementation of the financing, including the capital calls, contributions in kind and other financing operations.
Investment transactions
- Acting as fund legal counsel on transactional investment and co-investment arrangements, assistance with investment acquisition, due diligence, as the case may be in coordination with local firms.
- Drafting or negotiating on behalf of the client derivative contracts.
Post-closing, reorganisation of the fund, on-going legal support
- Coordinating subsequent closings, including ongoing compliance of the fund documentation with the evolving regulatory requirement.
- Legal advice and assistance with the modification and the reorganisation of the structure, including the creation, amalgamation or liquidation of sub- funds of the investment policy.
- Advising, as fund counsel, on specific issues and ongoing matters.
- Assisting the client in the resolution of claims including notably the enforcement of agreements, late trading issues, NAV computation errors.
Exit
- Assisting clients for secondary sales, including drafting and negotiating the sale purchase agreement, initiating the pre-emption process, seeking the consent of the relevant body.
- Advice and legal implementation on orderly exit and correct distribution of proceeds.
Regulatory
- Advising on all regulatory matters impacting the fund, asset and the wealth management world.
- Assisting asset managers, banks and distributors in the implementation of developing regulatory constraints and in the adaptation of their legal documentation.