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Investment Funds

Our services

Mourant Ozannes has an international reputation 
in offshore investment funds

We advise on the formation, structuring and regulation of investment funds in the Cayman Islands, Guernsey, Jersey and the BVI 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 team is known for the quality and quantity of complex work it handles across a wide range of fund asset classes (primarily real estate, private equity, credit and hedge funds) and global markets.

Mourant Ozannes' holistic approach is based on our ability to support our clients at every stage of the cycle, from an offshore fund’s genesis in the structuring and formation process, through the investment phase and up to the realisation of profits and, if applicable, exit or fund termination. Our expertise also extends to covering fund and subscription financing, any shareholder or third party disputes and any insolvency or restructuring scenarios that may occur. Our experience also extends to 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 clients receive seamless, objective 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.

The Mourant Ozannes team is independently endorsed by Legal 500 and Chambers & Partners. These leading directories refer to Mourant Ozannes as 'an exceptional firm, with particularly impressive strength in depth' (Legal 500), with clients classing Mourant Ozannes as 'the standout firm in terms of investment funds' and confirming we 'are consistently excellent performers in all areas'. (Chambers & 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, Guernsey, Jersey and the BVI, as well as bank and non-bank lenders to those funds. We advise regularly 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, often in conjunction with leading law firms onshore.

Fund Formation

Our lawyers specialise in the offshore aspects of alternative fund structuring and with some of the world's leading private fund sponsors among our clients, our expertise throughout the capital raising process is highly sought after, with regard to all types of alternative fund. These include hedge funds, private equity and buyout funds, debt and credit opportunity funds, real estate funds, infrastructure funds, as well as funds of funds, microfinance funds and secondary vehicles. In addition, we regularly work alongside lead onshore counsel to advise in relation to structuring and establishing co-investment arrangements, investment management and advisory vehicles, as well as incentive schemes including carried interest. 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 a recent trend that has been driven by a number of economic, regulatory and political factors. Our team is skilled and experienced in both advising on the relevant and likely outcomes of pursuing a re-domiciliation strategy as well as offering 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

Having certainty that all the necessary checks and balances required are in place to ensure that a fund is operated in the best interests of the fund, its officers, investors and service providers is critical. Our team has a deep 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 of a fund and beyond, up to final liquidation and dissolution. Our scale and 'one firm' approach gives us an ability to 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 the financial services regulatory regime in all of our jurisdictions means that our clients can be ahead of the game, prepared and saving 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 of all asset classes and their managers, investors and creditors through benign and difficult market conditions. For clients in challenging circumstances we have been able to bring all that experience to bear in assisting with liquidity issues (including advice on fund suspensions and the creation of side-pockets); fund extensions and restructurings (including secondary market transactions with special situations teams); 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 have provided advice to funds, managers, their board members, fund investors and fund creditors, including lenders, so we can bring to bear an in-depth understanding of the expectations and motivations of the different parties.

Listed Funds

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

In addition, we are appointed regularly 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 increasing levels of regulatory fiscal and governance substance, our practice increasingly involves advising managers with significant substance. These range from businesses with a large work force of staff engaged in functions including trading, portfolio management, risk management, compliance, monitoring and accounting to other structures where core governance and regulatory functions are carried out in partnership with outsourced services from institutional administration businesses. We have market leading experience of advising on a variety of asset class, strategy and management approaches. These developments are continuing to evolve in the light of international regulatory standards as well as evolving fiscal industry standards relating to both text transparency (including such rules as FATCA and CRS reporting) as well as the OECD BEPs initiatives which many of 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 insolvency. Our team is well known for coupling together appropriate support and commercial advice with deep experience of advising on and managing this complex and often bespoke work.

Fund Disputes

We have unparallelled experience in handling the offshore aspects of high profile and high value disputes in relation to investment funds, both private equity and hedge. Our experience 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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