Unintended consequences: application of the AIFMD to SPVs

A perennial gripe of many Anglo-Saxon lawyers about European legislation is that it is often opaque and poorly drafted and has unintended consequences. The Alternative Investment Fund Managers Directive (AIFMD), which comes into effect on 22 July 2013, is a particular offender in this regard. While investment managers are generally clear that they are foursquare within the sights of the new regime, banks appear to be less attuned to its application — particularly to SPVs.

The AIFMD primarily captures EU managers of alternative investment funds (AIFs). The consequences of being a manager of an AIF are onerous: managers are subject to detailed requirements as to, inter alia, authorisation, capital, organisation, systems and controls, risk management, delegation, valuation, reporting, appointment of a depositary and marketing. (AIF status also results in financial counterparty status under EMIR and has negative capital consequences for EU firms that are counterparties to derivatives with the SPV, as the exemption from the CVA, capital charge under CRD IV, does not apply to AIFs.) Where an AIF is self-managed (i.e. has no external manager), the AIF itself will be subject to the requirements. The marketing of AIFs in member states will also be subject to a notification requirement and also potentially restricted under national private placement regimes. This raises two key questions — is an SPV an AIF? And if so, can it comply with, or work around, the requirements? …

If you are registered and logged in to the site, click on the link below to read the rest of the Allen & Overy briefing. If not, please register or sign in with your details below.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Analysis from The Lawyer

  • Panel reviews

    Panel reviews 2014: The chosen ones

    Which firms are cutting it in this era of slimline rosters, and who are the GC new brooms making clean sweeps? The Lawyer can reveal all

  • training

    Accutrainee: Revolution postponed

    At the time of its launch Accutrainee was described as a revolutionary change to the training model. Has it proved to be so? Not really.

View more analysis from The Lawyer


One Bishops Square
E1 6AD

Turnover (£m): 1,234.30
No. of lawyers: 2,194 (UK 200)
Jurisdiction: UK
No. of offices: 11
No. of qualified lawyers: 369 (International 50)
No. of partners: 81