Practice Areas & Industries: Withers Bergman LLP


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Practice/Industry Group Overview

We have extensive knowledge in the structuring and restructuring of EU, UK and Italian investment funds. Our advice focuses on fund formation, fundraising, rules and PPMs, side letters, investment and advisory agreements, placement marketing and offers including negotiations with international and institutional entities including family offices and high net worth individual/ ultra high net worth individuals. We also assist with regulatory and compliance issues, the formulation of co-investments, exits, liquidations and wind downs.

In addition, our team advises in connection with AIFMD (Alternative Investment Fund Managers Directive) on rules and implementation, establishment and regulation of AIF and AIFM, management and marketing passports, cross border activities, EU and Extra-EU jurisdictional surveys, third countries and temporary regimes.

Our practice includes assistance with alternative banking vehicles and structures, establishment of credit/debit funds and issues of debt, illiquid and distressed asset structures and management, the private debt market and borrowing and lending of funds.

Our team regulated intermediaries including banks and insurance undertakings in structuring and offering products and services and has capital market experience in securitisation relating to RMBS, CMBS and healthcare, as well as IPOs on alternative markets.

Members of our team are called upon to act as an arbitrator in proceedings related to funds, insurance, banking and capital market issues. We also advise on fund related transactions such as secondary disposals of LP interests and co-investments. We also regularly advise managers on the terms of their participation in carry and co-investment arrangements on joining or becoming fund management groups.

In the US, we are well versed in the qualifications necessary for exemption from the registration requirements of the Securities Act, the Investment Company Act and the Commodity Exchange Act.

A critical, but continually overlooked aspect of structuring a fund is to combine commercial expertise with cutting edge tax advice for fund managers, investors and principals.  This is where our investment management team can help - offering tax and legal structuring on both sides of the Atlantic.

We negotiate master and netting agreements, confirmations and prime brokerage arrangements. Our experience extends to the underlying investments, including derivative products.

With offices in London, New York, Greenwich Connecticut, Geneva, Hong Kong and the BVI, we have a wide-angle lens on fund creation across jurisdictions for a tax-diverse range of investors and principals. We advise fund administrators, principals and investors on every aspect of tax planning, including conversion of fund management firm to LLP status where beneficial and structuring employment agreements.

In the US, we are well versed in the qualifications necessary for exemption from the registration requirements of the Securities Act, the Investment Company Act and the Commodity Exchange Act.

In the UK, we provide specific advice as to most appropriate offering vehicles and listing of funds in various markets, including AIM and the new specialist funds market.

Where funds are distressed or facing insolvency, we provide advice on issues affecting rights, obligations and duties, in conjunction with our litigation, insolvency and regulatory lawyers.

Banks come to us for guidance on leverage and lines of credit to funds and we have the capacity to act as "in-house counsel" for the funds themselves.

Recent work

  • Acting for an ESCO in reshaping the group at EU level and in structuring investment funds aimed at green building, retrofitting and energy saving.
  • Acting for an Italian management company in establishing a debit/credit fund.
  • Advising 'Be Finance', an Italian leading credit broker, in the securitisation of tax receivables.
  • Assisting a leading international banking group in the reorganisation of their Italian branch under CRD IV.
  • Acting on a £20m secondary sale of co-investments in a major UK private equity fund.
  • Advising a seed investor on a seed investment into a Cayman debt fund.
  • Advising a seed investor on its participation in an EU trade receivables fund and its associated investment in the UK LLP manager.
  • Advising the Fine Art Fund Group on structuring co-investment arrangements.
  • Advising an investor in a UK private equity firm on the shareholders' agreement governing its co-investment obligations, carry participation and funding obligations.
  • Advising on the terms of a limited partnership agreement governing co-investment arrangements between various funds of funds and a UK fund manager.
  • Advising LPs on their participation in UK and US limited partnerships, side letters and deeds of adherence including advice on tax issues.

Articles Authored by Lawyers at this office:

Disclosure of Ownership of UK Property
Lindsay Brown,Christopher Groves,Justine Markovitz, June 09, 2016
At the international anti-corruption summit today David Cameron has announced significant proposals that will affect foreign owners of UK property.

Tax Court Decision Clarifies Treatment of Intergenerational Split-Dollar Life Insurance Arrangement
N. Todd Angkatavanich,James R. Brockway,Kenneth A. Pun,Edward A. Renn, June 09, 2016
Taxpayers and tax planners scored a big win in the April 13, 2016, Tax Court decision Morrissette v. Commissioner (146 T.C. No.11). The decision clarified the treatment of an intergenerational split-dollar life insurance arrangement, removing doubts regarding a planning strategy which some...

AIM - The Market for International Companies
David Guin,Anthony Indaimo,Alan S. Jacobs,Ben Simpson, April 28, 2016
The AIM market (‘AIM’) of the London Stock Exchange plc (the ‘Exchange’) is targeted at growing international companies. AIM is an ideal public market for growing and entrepreneurial international businesses seeking to expand and raise their global profile.

UK Budget 2016: CGT, Stamp Duty, More Anti-Avoidance and a Boost for Entrepreneurs
Sophie Dworetzsky,Katie Graves,Christopher Groves,Judith Ingham,Gillian Johnson, March 30, 2016
Against what he described as a backdrop of storm clouds gathering, George Osborne sought to deliver an upbeat Budget with a surprising amount of good news.

Senior Managers and Certification Regime
Elaine Aarons,Harvey Knight,Meriel Schindler, March 02, 2016
On 7 March 2016, the first wave of the Senior Managers and Certification Regime will become effective. The senior management of all UK regulated banks, building societies and any regulated business that forms part of a banking conglomerate will be required to perform Senior Management Functions...