Investment funds

Greenwoods GRM provides highly specialised services to a variety of asset managers and investment funds.

We provide an international service to the investment industry in fund formation and marketing, tax, corporate law, M&A, company formations, regulation and compliance, derivatives, trading, finance, restructuring, litigation and employment law.

Having the best fund structure is vital for any investment manager or investment advisor. As a specialist legal adviser to the funds industry, we provide clients with expert knowledge of fund structures in all the main onshore and offshore fund jurisdictions.  We have specific experience of structuring the following types of funds:

  • Retail funds (inc UCITS)
  • Regulated non-retail funds
  • Closed ended funds
  • Private equity funds
  • Real estate funds
  • Infrastructure funds
  • Exchange traded funds

We can assist you with:

  • new fund structures ranging from single strategy to umbrella and master-feeder structures
  • full fund formation services including drafting of all agreements
  • restructuring of existing fund structures
  • hedge fund administration and custody
  • drafting and negotiating prime brokerage and securities lending agreements
  • structuring of hybrid hedge/private equity funds
  • obtaining necessary authorisations from regulators
  • authorisation and registration of management companies
  • advice on fund marketing materials
  • fund distribution
  • fund redomiciliation
  • passporting issues
  • dealing with distressed fund issues and fund closures
  • advising on fund listings on worldwide stock exchanges

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As lawyers with a strong understanding of the commercial realities of the investment fund industry, we know that our clients seek to achieve tax efficiency in all aspects of structuring and managing their business.  We provide tailored advice through a strong knowledge of the law combined with pragmatic tax and restructuring expertise. In doing so, we provide clients with solutions which are flexible in anticipation of potential tax and regulatory changes.

We assist our clients with:

  • tax optimisation
  • global fund tax structuring
  • reorganisation of business structures with analysis of tax implications
  • analysing fees flows and producing transfer pricing policies
  • advice on transactions to identify tax efficiencies and mitigate undue tax payments

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We advise on all aspects of corporate law and the administration of private and public companies.

We have specialist expertise in:

  • Mergers and acquisitions
  • Cross border mergers
  • Joint ventures and strategic alliances
  • Service provider agreements
  • Intellectual property and IT agreements
  • Licensing and franchising arrangements
  • Management and operating agreements
  • Standard and bespoke trading terms and conditions
  • Regulatory advice
  • Competition/anti-trust issues
  • Data protection
  • Advertising and marketing law
  • Risk management

We also offer a comprehensive company secretarial service ranging from the incorporation of companies and partnerships to dealing with annual filings, director and shareholder meetings and the maintenance of statutory books and records.

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Today’s complex and constantly changing regulatory environment provides significant challenges to all investment businesses. This is particularly the case for boutique investment firms which often have no dedicated internal compliance resource and which therefore need guidance through the regulatory maze to ensure that they remain, at all times, on the right side of the financial services laws.

It is imperative to the success of an organisation that it is in a position to understand and assimilate regulatory change in a way that ensures compliance with legislation and regulation, but also codes of practice, standards and industry guidance. Only with that knowledge can they assess the steps that need to be taken to reduce their exposure to risk.

We have built close relations with most international regulators, including:

  • the FSA in the United Kingdom
  • the SEC in the United States
  • the CSSF in Luxembourg
  • the AMF in France
  • the MAS in Singapore
  • the SFC in Hong Kong
  • CIMA in the Cayman Islands
  • FINMA in Switzerland
  • the FSC in Gibraltar
  • the FSC in the British Virgin Islands

Our lawyers provide regulatory compliance and integrated business support to the alternative investment sector on a daily basis. Our fund formation and regulatory compliance services have been developed and continue to be refined in response to our clients’ needs, whether start-up managers or established firms, for practical solutions to their business needs.

These are just some of the services we offer to financial institutions to assist them in navigating their way through the myriad of regulatory requirements affecting them:

  • Regulatory applications for authorisation in a number of jurisdictions
  • Advice on the impact of regulatory rules
  • Advice on compliance with anti-money laundering legislation
  • Drafting and negotiating compliant distribution and outsourcing agreements
  • Drafting compliant terms of business
  • Advising on financial promotions and other client facing documentation;
  • Designing compliance policies and procedures
  • Risk management processes

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We advise on the full range of OTC derivatives from plain vanilla interest rate and currency swaps to credit, commodity and equity-based products and derivatives linked to real estate and insurance. In addition, we have experience of transactions driven by tax, accounting or regulatory capital considerations.

We advise on the following:

  • ISDA Master and Schedule negotiation
  • Guarantees
  • Collateral agreements
  • ISDA Credit Support Annex and Deed
  • Legal opinions
  • Novations
  • Regulatory advice
  • Master netting agreements
  • Creditors’ rights
  • Interest rate swaps
  • Currency swaps
  • Commodity-based swaps
  • Real estate swaps
  • Equity swaps
  • Credit default swaps
  • Total return swaps
  • Forwards and options
  • Emerging market instruments

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We advise on the trading of all par and distressed debt and all claims against distressed or insolvent companies.  We have experience of all the various tax and regulatory issues that need to be considered when acquiring and holding debt and claims which originate in foreign jurisdictions. We are also able to conduct detailed legal and commercial due diligence on the underlying assets and claims.

Our team has been heavily involved in the negotiation and settlement of Lehman claims and we can assist with all related risk issues.

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Our team provides transaction and regulatory advice on all aspects of finance, including debt capital markets, derivatives, international finance, securitisation and structured finance and real estate finance.

Financial institutions and borrowers instruct us on a wide range of banking transactions, from syndicated lending to investment grade and leveraged acquisition finance.  We also advise on guarantee and security issues and regulatory matters.  We have particular experience in international leveraged acquisitions and can service all requirements in relation to senior, second-lien, mezzanine and PIK debt as well as interim financing arrangements and bridge financing.  We also focus on complex and complicated intercreditor arrangements.

We are also involved in all aspects of the international debt markets and have advised issuers, managers, arrangers, dealers and trustees in connection with a wide range of debt capital markets products including eurobond issues, high yield debt, convertible bonds, MTN programmes, commercial  paper  programmes  and  private  placements. We also focus on highly structured bespoke products.

We  have  worked  on  transactions  involving  a  variety  of asset classes, including CMBS, RMBS, CDOs and CLOs, and a variety of structures, including whole business, secured loan, true sale and synthetic securitisations.   We have also been involved in complex and innovative structures such as asset-backed commercial paper, constant proportion portfolio insurances, constant proportion debt obligations, leveraged loan CDS and credit derivative product companies.

We structure the financing of real estate investment and development for lenders, investors, real estate funds, property companies and developers across Europe.

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We have a strong track record of achieving successful outcomes for our clients in all areas of business restructuring, turnaround and insolvencies, particularly workouts of distressed debt, structured credit and securitised assets, in matters ranging from the largest multinational mega-cases to significant regional businesses.

We represent institutional investors, corporates, turnaround professionals and insolvency practitioners. Our practice is multi- disciplinary and cross-jurisdictional, combining the technical expertise of our lawyers with in depth local knowledge and all important sensitivity and understanding of local custom and practice within the business community.

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We are highly experienced in all aspects of commercial litigation including judicial review, regulatory and public law issues and have specialist expertise in areas such as commercial property litigation that can provide you with invaluable insights into the wider picture relating to your problem. Our areas of expertise include, but are not limited to:

  • Contract disputes
  • Trading rules and compliance
  • Enforcement actions
  • Injunctions
  • Intellectual property
  • Data protection issues
  • Negligence issues
  • Agency disputes
  • Commercial property litigation
  • Partnership disputes
  • Debt recovery

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We deal with every aspect of the complexities of employment law, industrial relations, and immigration. Our approach is proactive and supportive. We can help prepare the ground for mutually beneficial relationships between employer and employee by formulating effective employment agreements and guidelines based on proven experience, including employee and partner compensation arrangements and restrictive covenants. Where necessary we conduct cases before Employment Tribunals and through the Courts, tackling problems such as unfair dismissal, redundancy, discrimination and restraint of trade.

In addition we can assist you with all your business related immigration queries including advice on how to comply with the immigration status checks required for all new employees and assistance with the visa and entry clearance application process in respect of non-EU hires. This includes advising on the most appropriate visa for your employees based on their nationality and background and assisting you with obtaining the correct licence to sponsor.

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