Investment Funds

UK

Our Investment Funds team is one of the leading advisers to the investment funds sector, and brings together a wealth of talent covering tax, corporate, finance, regulatory and dispute resolution - the core ingredients that enable it to provide a full legal service to our clients. With a long-established presence in the investment funds industry, we advise on all types of alternative investment funds in the UK and globally, which invest in a wide variety of asset classes. In addition, our Financial Services Regulatory team has experience of both contentious and non-contentious regulatory matters.

Clients include investment trusts and companies, private investment funds (both open and closed-ended), investment banks and brokers, institutional investors, professional investors, alternative asset funds, property funds (including real estate investment trusts (REITs)), wealth managers and family offices, pension providers and lenders.

We have considerable experience covering all aspects of a fund's lifecycle. We know and understand the current issues facing the market and we advise clients on the best way to deal with them.

Our areas of expertise include:

Fund launches and formation - including initial public offerings (IPOs), tax and regulatory structuring advice, formation of feeder vehicles, co-investment vehicles and fund manager and carried interest vehicles
Structuring advice to clients looking to either establish a fund or joint venture structure, including choice of domicile and, if relevant, market for listing
Limited partnerships, limited liability partnerships, trust structures, contractual based structures and corporate structures (on and offshore)
Negotiating the terms of investment management agreements, fund management agreements and operator agreements
Ongoing advice including structuring of secondary offers for listed funds (including placing programmes and C share issues)
Regulatory advice including passporting, Alternative Investment Fund Managers Directive (AIFMD), Markets in Financial Instruments Directive (MiFID II) and Financial Conduct Authority (FCA) issues
Advice both 'for' and 'against' in terms of shareholder activism and disputes
Terms of sale or acquisition of interests in pooled funds, whether as cornerstone investor or otherwise
Dispute resolution - including disputes over fee arrangements, conflicts of interest, breach of contract, and fiduciary duties

The team includes members and supporters of the Alternative Investment Managers Association, the Investment Property Forum, the British Venture Capital Association, the Chartered Institute for Securities & Investment, and the British Property Federation.

Client work

The investment funds team acted for Investec Bank plc, the sole sponsor and broker to Smithson Investment Trust plc, which raised a record-breaking £822.5 million on IPO. Investec also acted as intermediaries adviser for the launch, raising £152.4 million from the retail investment platforms. Smithson, which is managed by Fundsmith LLP, invests in small and mid-cap global entities and is the latest investment vehicle of Terry Smith, the renowned fund manager. The deal is the largest investment trust launch on record, beating the previous £800 million raised by Neil Woodford's Patient Capital three years ago, a transaction which Gowling WLG also acted on.
The investment funds team have advised AIM quoted venture capital fund Draper Esprit since initial public offering, and in February 2019, advised on its £100 million fundraising by way of a conditional placing new ordinary shares. The placing was oversubscribed. On a connected matter, in June 2018, the team advised Draper Esprit on its entry into a strategic partnership with German peer, Earlybird Digital West. The funds team dealt with a number of challenges that arose in advising on one of the most active venture capital partnerships in Europe which intends to deploy up to €200 million a year in Seed, Series A, B and C technology companies.
The Investment Funds team acted for Universities Superannuation Scheme on the setup of a landmark £100 million+ joint venture fund between USS and Morgan Sindall Investments Limited investing in specialist supported housing accommodation. The innovative transaction brought together USS, one of the largest pension schemes and real estate investors in the UK, with MSIL's market-leading expertise in social infrastructure development and investment. This asset class raised some novel issues to be resolved. The team provided advice on the structure of the venture at the outset, advice on the complex suite of documents and advice on the initial acquisition of the assets into the fund.
The team advised M&G Real Estate on the setup and structuring of a c.£105 million JV investment bringing together both national and international professional investors. The team provided advice on the complex suite of documents forming the joint venture and on the variety of legal issues that arose. The joint venture fund was established to acquire a highly sought after UK office space, situated in central Manchester.