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Investment Funds

Our services

Our Funds team has an outstanding international reputation in offshore investment funds.

We advise on the formation, structuring and regulation of investment funds in the Cayman Islands, the BVI, Jersey and Guernsey, and our lawyers provide ongoing legal advice to offshore funds and their managers and investors.

Our fund clients range from leading asset managers and fund promoters to start-up ventures. Our investor clients include sophisticated investors of all types, including leading financial institutions, sovereign wealth funds, family offices and pension funds.

Overview

Our market-leading international team spans time-zones, and is known for the quality and quantity of complex work it handles globally across a wide range of alternative fund asset classes – traditionally real estate, private equity, credit and hedge funds.

We’re increasingly called upon to help launch offshore funds for investment in diverse technological areas including digital technology, cryptocurrencies, fintech, renewable energy, medical tech and bio-venture companies.

Our holistic approach means we support our clients at every stage of the offshore fund cycle – from the structuring and formation process, through the investment phase, up to the realisation of profits and, if applicable, exit or fund termination.

Our expertise also extends to covering fund and subscription financing, shareholder or third-party disputes, and any insolvency or restructuring scenarios that may occur. We are also active in the creation and operation of managed accounts, joint ventures and club fund structures, as well as co-investment and investment holding structures.

Our 'one firm' approach means that working together with clients we deliver seamless, objective and commercially grounded advice on the comparative advantages and disadvantages of the leading offshore fund jurisdictions. Our lawyers also maintain close contact with the financial regulatory authorities in all of our home jurisdictions, regularly participating in the development of new laws, regulations and regulatory policy. 

Our Funds team is independently endorsed by Legal 500 and Chambers and Partners. These leading directories refer to Mourant Ozannes as 'particularly strong in client service, backed up by a wealth of experience and knowledge' (Legal 500), with clients highlighting the firm's 'depth of knowledge with an excellent service culture'. (Chambers and Partners).

We also work on commercial trust arrangements, including unit trust funds, co-investment and employee benefit trusts.

 Expertise

Fund Financing

Our cross-practice Fund Finance team advises open-ended and closed-ended funds established in the Cayman Islands, the BVI, Jersey and Guernsey, as well as bank and non-bank lenders to those funds.

We regularly advise on the structuring and implementation of subscription credit lines, NAV facilities (including hybrid arrangements), GP loans and other fund-level leverage and related security arrangements. We often do so in conjunction with leading law firms onshore.

Fund Formation

Our lawyers specialise in the offshore aspects of alternative fund structuring and our expertise throughout the capital raising process is highly sought after for all types of alternative fund. These include private equity and buyout funds, real estate funds, hedge funds, debt and credit opportunity funds, infrastructure funds and technology funds, as well as funds of funds, microfinance funds and secondary vehicles.

We have some of the world's leading private fund sponsors among our clients. And we regularly work alongside lead onshore counsel to advise on the structuring and establishment of co-investment arrangements, investment management and advisory vehicles, as well as incentive schemes including carried interest arrangements.

Our experience also extends to the creation and operation of managed accounts, joint ventures and club fund structures, as well as investment holding structures.

Fund Re-domiciliation

Re-domiciliation of existing funds – either by merger or transfer of registered office – is often driven by a number of economic, regulatory and political factors. Our team is skilled and experienced in advising on the relevant and likely outcomes of pursuing a re-domiciliation strategy.

We also offer expert legal advice and assistance to promoters who have taken the decision to move an onshore fund offshore or between jurisdictions, including parallel and multiple jurisdiction structuring.

Fund Regulation & Governance

It’s critical that all the necessary checks and balances are in place to ensure a fund is operated in its own best interests as well as those of its officers, investors and service providers. Our team has an in-depth understanding of the governance and regulatory frameworks in the jurisdictions in which we operate, regularly participating in industry working groups consulted on proposed legal and regulatory changes.

We can expertly advise on the application and interpretation of regulations and have a track record in advising clients on regulatory matters – from fund establishment through to day-to-day operation and beyond, up to final liquidation and dissolution.

Our scale and connected 'one firm' approach means we share and learn from a wide range of regulatory outcomes across our practices and jurisdictions. We regularly update clients on changes to the offshore regulatory regimes affecting them. And our involvement in the development of those regimes in all of our jurisdictions means that our clients can be ahead of the game, prepared, and save time and costs in anticipating and managing governance and regulatory changes.

Fund Restructuring & Distressed Funds

Our team has decades of experience advising offshore investment funds and their managers, investors and creditors, in all asset classes, through benign and difficult market conditions.

For clients in challenging circumstances, we’ve been able to use our experience in assisting with liquidity issues (including advice on fund suspensions and the creation of side-pockets) and fund extensions and restructurings (including secondary market transactions with special situations teams). We’ve also assisted with fresh capital raises; portfolio sales; fund re-financings; managing investment team changes and replacements; dispute resolution; and advising on investor and regulator notifications and approvals.

In distressed situations, we’ve provided advice to funds, managers, their board members, fund investors and fund creditors, including lenders, so we have an in-depth understanding of the expectations and motivations of the different parties.

Listed Funds

Our Funds team has substantial expertise in the structuring and listing of fund interests on recognised exchanges. These include listed investment companies, listed unit trusts and REITs structured as offshore investment companies. We also participate in industry associations relating to investment companies.

In addition, we’re regularly appointed as listing sponsor to funds listed on the Cayman Islands Stock Exchange and The International Stock Exchange (TISE), formerly the Channel Islands Securities Exchange.

Offshore Fund Managers

As a result of enhanced regulatory, fiscal and governance requirements for asset manager substance, our practice increasingly involves advising managers with significant offshore operations.

These range from businesses with a large workforce engaged in trading, portfolio management, risk management, compliance, monitoring and accounting functions, to smaller businesses where core governance and regulatory functions are carried out in partnership with administration businesses providing outsourced services.

We have market-leading experience of advising on a variety of asset class, strategy and management approaches.

These developments continue to evolve in the light of changing international regulatory standards and tax requirements, including tax transparency initiatives (in areas such as FATCA and CRS reporting) and the OECD BEPs initiative, which our teams have been closely involved with.

Termination & Liquidation

The termination process for an investment fund can be a complex exercise for the fund and its service providers, and one that carries risks to the fund, its management team, investors and the underlying promoter.

Irrespective of whether the termination takes the form of a natural winding-up of the fund, a merger or scheme entered into with one or more funds, the acquisition of assets by a successor fund, or fund insolvency, our team is renowned for combining appropriate support and commercial advice with comprehensive experience of advising on and managing this challenging and often bespoke work.

Fund Disputes

We have unparalleled experience in handling the offshore aspects of high-profile and high-value disputes in relation to alternative investment funds. Our expertise covers:

  • Investor disputes
  • Claims against directors and service providers
  • Enforceability of side letters
  • Fraud and mismanagement of assets
  • Restructuring of distressed funds
  • Redemption issues
  • Shareholders' rights
  • Valuation issues
  • Winding-up and dissolution of insolvent funds

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Recent publication | 23 October 2018

Draft Jersey Substance Law released