Listed Investment Funds


We have a long-established presence in the UK listed investment funds industry. We advise investment trusts and companies, their boards, investment management houses and the investment banks and brokers that advise them.

We pride ourselves on having a deep understanding of the listed funds industry and being able to deliver an effective and cost-efficient service.


Our listed funds group is headed by Nick Heather, an acknowledged leader in this field. The group comprises a number of partners, many of whom are stand-out partners in this field, including Oliver Riley, John Reed and Kris Rogers.

The group also benefits from specialist tax and structuring advice provided by partners Elliot Weston and Michael Murphy. It can also call upon the services of other partners in dispute resolution, regulation and pensions and product design.

We have considerable industry experience, placing as much emphasis on the commercial and practical areas as we do on the complex technical issues.

Our areas of expertise include advising on:

  • Structuring advice including choice of domicile and market
  • Taxation advice including all aspects of the Investment Trust and REIT regimes
  • Fund launches
  • Ongoing advice including structuring of secondary offers (including placing programmes and C share issues)
  • Considerable experience of the design and implementation of discount control measures, including share buy-backs and tender offers
  • Extensive knowledge of investment management agreements and drafting of investment management and performance fees
  • Regulatory advice including passporting, AIFMD, MIFID and FCA issues
  • Advice on marketing issues including FATCA advice and other US related issues, and
  • Advice both 'for' and 'against' in terms of shareholder activism and disputes.


We advise many investment funds ranging from specialist investment trusts and investment companies, emerging market funds, to alternative asset funds and property funds, including REITs. Investment management clients include BlackRock, Ruffer, Aberdeen Asset Management and Gravis Capital Partners.

We also act for sponsors/nomads and brokers including Cenkos Securities, Jefferies, Investec, Stifel, N+1 Singer, Winterflood Securities, Dexion Capital, Liberum Capital, Peel Hunt, Grant Thornton and Panmure Gordon.

We have substantial experience in terms of advising both 'for' and 'against' shareholders who are pursuing an activist agenda. Our work has typically included advising on constitutional issues and the statutory and regulatory environment against which these scenarios are played out: drafting requisitions, circulars and written statements for companies/the activist shareholders and, when acting for the company, advising on restructuring proposals and corporate action as a 'defence' strategy.

Our Financial Services Regulatory team has experience of both contentious and non-contentious regulatory matters and advises across the whole spectrum of the regulatory regime from domestic issues through to implementation of European Directives such as the AIFMD.


Recommended by Chambers UK and The Legal 500 UK as a leading firm for investment funds and nominated as Funds Team of the Year at the Lawyer Awards 2013 and 2014.

"The 'simply superb' team at Gowling WLG provides 'excellent service and high-quality, professional advice', particularly for real estate funds and closed-ended listed funds. Nick Heather is 'very commercial, has wide experience, and provides creative solutions'. The 'commercial and knowledgeable' John Reed is noted for his expertise in AIM-listed investment vehicles." - The Legal 500 UK 2012

"John Reed is described by clients as 'young and dynamic.' He has expertise in transactional work on both the investment fund and corporate finance sides, working with clients on structuring and fund-raising for deals." - Chambers UK 2013

"Sources identify Oliver Riley as a young partner...definitely a name on the up" - The Legal 500 UK 2013

"Providing 'excellent partner-level support', Gowling WLG's core strengths are real estate funds and closed-ended funds. Highlights included advising BlackRock Frontiers Investment Trust plc on its LSE placement and £95m fundraising. Other clients include Ruffer Investment Company, Cenkos Securities and Universities Superannuation Scheme. Nick Heather is 'personable, has a deep commercial understanding of funds, provides creative solutions, is well connected in the industry, and provides excellent client management.'" - The Legal 500 UK