©2008 akin gump strauss hauer & feld. all rights reserved. specialist fund market: a lawyer’s...

©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: swthomas@akingump.com020 7012 9627

Sebastian Rice: srice@akingump.com020 7012 9618