Private Funds and Asset Management

Our core practice is centred around funds and asset management, and we have extensive expertise in advising on the various aspects in the lifecycle of an investment fund. We view fundraising as the foundation of the lifecycle of an investment fund and as a critical piece that informs various aspects of its operations and investment programme. We apply a rigorous process to our fund formation projects, which involves a study of the outcome of prior investor negotiations and approaches adopted by peer funds in the market, a thorough deliberation of the commercials, and ultimately, the structuring and documentation exercise.

 

Our funds practice benefits from our team’s first-hand experience with fundraising on behalf of some of the largest fund houses in India, Europe and the United States. Internationally, members of our team have represented some of the largest sponsors such as EQT and CVC on their flagship buyout funds. Our team has acted on product offerings across various asset classes, ranging from vanilla venture capital and private equity funds to more bespoke products in the real estate, infrastructure, debt, fintech and impact investment space. We take pride in being thought leaders, unafraid of innovation and have been at the forefront of developing innovative structures during challenging fundraising cycles.

 

On the research side, we closely follow judicial developments and market trends on governance issues and fiduciary responsibilities. As these continue to assume greater importance in LP-GP negotiations during the course of fund operations, we are committed to identifying and defending the most efficient protections in terms of key person obligations, change of control, GP removal triggers and indemnification provisions.

 

As lawyers, we believe it is important to shape conversations relating to legal reform. With this in mind, our team has been actively involved with the rollout of the Foreign Portfolio Investors (FPI) Regulations (which replaced the erstwhile FII Regulations) and the introduction of the regulatory framework for Real Estate Investment Trusts, to take a few examples. Whilst the mainstay of our practice is focused on representation of sponsors, our team has, from time to time, been retained to act for LPs in special situations (such as where the LP is the cornerstone investor or where the LP is participating in a managed account arrangement or investing in a single-asset fund). We have been engaged repeatedly by some of the world’s largest sovereign wealth funds, pension funds and large institutional investors.

Our team offers the following scope of services in relation to fund formation:

As a first step, our team will sit down with the sponsor and hold a detailed discussion on proposed commercials and fund terms. As a part of this process, we will review documentation in relation to prior funds to study the positions previously negotiated with investors and suggest improvements.

 

Our team will evaluate various jurisdictions and types of legal entities to identify the most efficient structure for the proposed fund / investment platform from a legal, tax and regulatory perspective. As a part of this process, we will also advise on a suitable structure for the management of the fund / investment platform (including with respect to extraction of fee / carry).

Depending on the existing investor base of the fund as well as the sponsor’s target investors, our team will coordinate with local counsel in relevant jurisdictions and compile a set of rules and restrictions that must be adhered to when marketing interests of the fund / vehicle in various jurisdictions.

Our team will be responsible for generating drafts of the various documents that are required for the fund / investment platform including the private placement memorandum, indenture of trust, management agreement, subscription agreement, shareholders agreement, inter se agreement, parallel investment agreement etc.

Wherever necessary, our team will prepare communication and liaise with the Indian regulators including for the purposes of registering a fund or seeking a licence.

We will run the process of investor negotiations in consultation with the sponsor. Our team will liaise with investors to address their questions and comments and requests for side letter comfort.

Our team will be responsible for running the MFN process, documenting any post-closing amendments, preparing compliance checklists and calendars, etc. Where the structure includes a SEBI-registered AIF, our team will also be available to conduct a legal audit.

The process of setting up a fund involves liaising with regulators and service providers in a number of jurisdictions. We understand the importance of coordinating the various parts of the fundraising process in a timely manner and strive to be a single point of contact for our clients.

Relevant Research

GP-Led Secondaries in India – Considerations and Challenges
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Private Funds: Corpus v Investible Funds – Need to reconsider SEBI’s penalty order?
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Private Funds: Six Considerations When Negotiating Carry Clawback Provisions
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Fund Formation: The Beginning Of The Fund Lifecycle For India Focussed Funds
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GIFT City – Analysing New Fund Management Regulations and why GIFT City still doesn’t work
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SEBI formalises the use of co-investments but leaves some question marks?
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We regularly write on Fund Formation, PE, PIPE and M&A, Structured Finance, Fund Litigation, Governance and Stewardship. Stay tuned.