Our investment funds practice area serves the whole investment management value chain. We offer comprehensive legal services for the structuring and formation of both regulated and unregulated investment funds, including UCITS, alternative investment funds (AIFs) and pension funds, as well as ongoing advice in relation thereto.
Our domestic and international clientele encompasses fund promoters, distributors, investment bankers, asset managers, depositary banks, administration and other agents providing fund-related services.
The practice also handles domestic and international acquisitions, reorganisations and financings representing buyers and sellers in asset and share deals for AIFs and their managers, advisers and initiators.
Around 140 lawyers specialised in regulatory, corporate and/or transactional matters are thus integrated in a single practice area — a unique feature in the Luxembourg legal services market. We are the largest team by experience and market share in Luxembourg, as confirmed in the Fitzrovia league tables, which rank Arendt as the leading law firm in investment funds, representing more than 35 per cent of all Luxembourg regulated investment funds. We offer our clients a global investment management platform, supported by our offices in the world’s leading financial centres — London, New York, Dubai and Hong Kong — where we can provide local assistance in respect of Luxembourg legal matters.
Our practice is based on two main components: fund structuring/formation in relation to all investment management-related matters; and corporate transactional skills.
In relation to fund structuring/formation matters, two main fund/product classifications can be established:
– Private closed-ended funds and special-purpose vehicles (such as private-equity and real-estate funds); and
– Public and private open-ended funds including UCITS, as well as hedge funds and other funds investing in assets other than private equity and real estate.
The importance of the corporate transactional aspect has increased with Luxembourg’s international recognition as one of the leading international acquisition and financing hubs, mostly in relation to private equity or real-estate buy-out transactions. This aspect has thus evolved with the Luxembourg market and now serves the entire investment value chain.
We accompany our clients throughout the entire project duration, from product design to implementation, adopting a solution-driven, hands-on approach. Our advice is intended to deliver tax-efficient and innovative structuring solutions regarding complex financial instruments and transactions. We also work closely with our colleagues from the other practice areas of the firm for any issue requiring their specific expertise in the setting up of any type of fund.
Fund-structuring advisory services
We are regularly involved in the following aspects:
– Advising on UCITS and assimilated investment strategies, including but not limited to sophisticated or alternative UCITS;
– Advising on UCITS IV implications;
– Advising on hedge-fund strategies, including funds of hedge funds;
– Advising on private-equity and venture-capital fund strategies, including but not limited to start-up funds, expansion capital funds, development and turn-around funds or buy-out funds;
– Advising on real-estate and private-equity real-estate fund strategies;
– Advising on and designing the contractual relationship between investment vehicles and their services providers, such as the depositary, prime broker, investment manager, investment adviser, administration agent and other agents providing fund-related services;
– Advising on the implementation of complex investment strategies, including specific derivatives transactions, securities lending or collateral-related topics; and
– Generally advising on all asset management related issues and topics.
We also provide assistance in relation to the registration of Luxembourg funds in other jurisdictions (with local support) as well as the registration of foreign funds in Luxembourg.
Corporate transactional advisory services
In relation to corporate transactional advisory services, we advise an international client base on all corporate matters, and in particular as to domestic and cross-border mergers and acquisitions; asset deals; complex multi-jurisdictional corporate restructurings; change of control transactions, including tender and exchange offers; going-private transactions; initial public offerings; joint ventures; refinancings; and liquidations.
Our services also include the provision of corporate secretarial services.
Industry commitment and participation
We are represented in a considerable number of strategic committees and working groups of the supervisory authority of the financial sector in Luxembourg (CSSF) and of the Association of the Luxembourg Fund Industry (ALFI). Representatives of our firm are also founding or active members of the Luxembourg Private Equity and Venture Capital Association (LPEA), the European Private Equity and Venture Capital Association (EVCA) and LuxReal.
For more information on investment funds click here.
News from Arendt & Medernach
Briefings from Arendt & Medernach
The CSSF publishes the article 42 AIFMD information form: non-EU AIFMs can notify CSSF of intention to market in Luxembourg
The CSSF has published guidance on the notification to it by non-EU AIFMs of their intention to market their EU and non-EU AIFs to professional investors in Luxembourg.
Bill of law no. 6625, which will substantially change the legal regime applicable to bearer shares issued by a Luxembourg company, was adopted on 16 July 2014.