©2008 akin gump strauss hauer & feld. all rights reserved. specialist fund market: a lawyer’s...
TRANSCRIPT
©2008 Akin Gump Strauss Hauer & Feld. All Rights Reserved.
Specialist Fund Market: A Lawyer’s PerspectiveStructure and Process
19 February 2008
Sebastian Rice
2
Introduction
Regulatory Regime
Structure
Process
Continuing Obligations
3
Background: Principles - Based Regulation
EEA Regulated Market
Minimum Prospectus Directive Compliance
Transparency Directive
MiFID Compliance
Market Abuse Directive
4
Structure
Collective investment undertakings of a closed-ended type
Flexibility No Domicile Restrictions Tax Structuring No Sponsor Required Limited Partnerships Unusual Corporate Governance Structures Lack of Manager Track Record No/Limited Diversification of Risk Flexibility on Changes to Investment Policy
5
Process
Parties
Pre-kick off
Kick-off
Prospectus
Roadshow
Listing
6
Process (cont’d)
Parties
Closed-Ended Fund Investment Manager Directors Existing Shareholders
Lawyer Auditors Investment Advisor Placing Agent Option
(Sponsor/Nomad role?) Registrar
7
Process (cont’d)
Pre-kick off
Constitutional Documents
Structuring (e.g. fees, investment management agreement)
Corporate Governance
Board Members
Existing Listings
8
Process (cont’d)
Kick-off
Lawyers: Local/Offshore
Auditor
Placing Agent (?)
Administrator
Public Relations Firm
9
Process (cont’d)
Prospectus
Prospectus Rules: Annexes II, III, XV
Substantial Investments Disclosure – 20%
LSE Admission and Disclosure Standards
Verification
10
Process (cont’d)
Roadshow
Presentations
Disclosure Consistency
Investors
Placing Agent Option
11
Process (cont’d)
Listing
Public Relations
Exposure
Wide Investor Base
12
Continuing Obligations
LSE Admission and Disclosure Standards
Disclosure and Transparency Rules
Annual/Half-Yearly Reports
Management Statements
Insider List/Information
Notification of Investments
13
Conclusion
Summary
Minimum Prospectus Directive Compliance Market Practice/Investor Expectations Structuring Role of Parties
©2008 Akin Gump Strauss Hauer & Feld. All Rights Reserved.
Akin Gump Strauss Hauer & FeldCityPoint, Level 32
One Ropemaker StreetLondon
EC2Y 9AW
Simon Thomas: [email protected] 7012 9627
Sebastian Rice: [email protected] 7012 9618