Sharon Ayres is a corporate lawyer with over 20 years' experience of helping clients secure a preferential outcome on transactions. She handles every deal with a passion for achieving the best result for her clients, finding solutions to the trickiest of issues.
Sharon specialises in private investment funds and has written articles on topical issues such as the Alternative Investment Fund Managers Directive and issues related to carried interest. Her projects are largely in the real estate sector (with particular interest in retail, industrial, student accommodation and mixed use) but she also advises on private equity funds, hedge funds, renewable energy funds; infrastructure funds and other investment funds that have an investment strategy that investors are willing to back – whether it is art, wine, litigation, football or social impact. Her projects include advising on EIS (Enterprise Investment Scheme) and Seed EIS investment funds, equity crowd-funding and fund structures involving public sector bodies investing alongside private investment.
In addition to advising on the formation of investment funds (and the subsequent acquisitions/divestments made by such funds, refinancing and restructuring exercises) Sharon leads a team that advises institutional investments on taking key interests in such funds. Advice is given swiftly and cost effectively. Having advised on many restructurings and refinancings of complex cross-border structures following the global financial crisis that began in 2007, she is very mindful of the additional protections that can be included in documents to give clients peace of mind.
Sharon also advises on complex joint ventures (whether corporate, partnership, trust-based or contractual in form) often involving multiple jurisdictions. Her team are specialist at managing cross border projects in a seamless fashion.
Sharon also has responsibility for the company secretarial team of Gowling WLG. The team offers a comprehensive company secretarial service to private companies. Clients increasingly require advice on governance issues – and getting this right is important. Sharon and her team advise on director's duties, conflicts of interest and related matters.
Sharon's clients include fund managers, funds, investors of all types and in particular institutional or high net worth individuals, family offices, joint venture partners, asset managers, real estate developers and entrepreneurs, operators and business angels.
Sharon advised a fund manager on the implications of the Alternative Investment Fund Managers Directive for their existing fund structure, and analysed the options available in order to comply.
She set up two wind farm funds for long standing client. The structures included a limited partnership in which a variety of investors invested into a feeder fund in the form of an English Limited Liability Partnership and a Scottish Limited Partnership as the carried interest vehicle. Sharon advised on the fund set up, the associated financial services promotions issues and related ancilliary documents.
She worked for an established client on a further capital investment and refinancing of a Student Accommodation Fund, with a fund value of £450 million.
She gave advice on the formation of an English LLP to act as the fund management vehicle for a high frequency trading fund, and through which a number of managers and key employees would hold an equity interest.
Sharon worked with a number of institutional investors during 2013 on investments into a variety of alternative investment funds – being in aggregate worth over £1.57 billion.
She advised during 2013/2014 on the formation of the second and third EIS Fund for a client looking to raise funds for EIS qualifying investments.
During 2013 Sharon advised a Luxembourg fund on a complex refinancing and restructuring of an investment into a UK real estate fund. Following a call by the UK fund for additional capital, Sharon advised the client on the restructuring of its investment and the terms upon which it committed additional debt and equity. She managed to secure preferential terms for the client's existing investment, also tightening the terms of the existing fund and asset manager appointments, and restructuring the senior and mezzanine debt.
She advised a cornerstone investor on a circa £40 million investment of debt and equity into Intermediate Capital Group's ICG-Longbow UK Real Estate Debt Investments III fund, which completed its second and final close at the end of May 2013 raising £700 million.
She worked with the fund manager on The North West Evergreen fund. Despite being instructed at a relatively late stage in the project, Sharon and her team managed to get to grips quickly with the complex structure and suite of documents and has since continued to provide advice on the project.
She advised a client on the set up of a £150 million real estate fund using BVI and Jersey companies for investing in residential real estate in Knightsbridge, Chelsea, Mayfair and Belgravia.
Sharon worked on the formation of a Benelux real estate fund, involving the acquisition of over 30 sites in two jurisdictions and establishing 14 new entities. Three different loan facilities were issued to the fund, raising debt of over €160 million and equity commitments from a variety of investors (including a number of pension funds) of approximately €130 million.