Briefings and reports

The Carbon Reduction Commitment Energy Efficiency Scheme (CRC) is now well under way but confusion still reigns over the application of many areas of the scheme, not least as to who, if anyone, should be responsible for funds, trusts and other structures. View full briefing

"Special circumstances" must exist for limited partners (LPs) to bring a claim against a third party in the name of the limited partnership, for instance, an irreconcilable conflict of interest which means the general partner (GP) cannot or will not institute proceedings itself on behalf of the limited partnership. View full briefing

The timing of an exit is key to maximising returns to investors and is, therefore, a critical stage in the life of a private real estate fund.  View full briefing

There are commercial opportunities in buying real estate debt from banks at a discount and unlocking the value in the properties that secure these loans.  View full briefing

This week we hosted a seminar launching the results of our real estate fund trends survey 2011/12.  View full briefing

Investment appetite for risk has diminished and core funds appear now to be the preferred investment model. Large investors though are forming clubs and joint ventures or participating in co-investment opportunities with market specialists. Those who can, and have the skill and expertise, have been moving away from passive fund investment. View full briefing

Shariah law provides the framework within which the public and private aspects of the lives of Muslims are regulated. The investment world has already seen an increased demand for Shariah compliant funds, and this trend is predicted to continue. It is anticipated that fund managers will seek to access the supply of equity available from Islamic investors, leading to a rise in the number of Shariah compliant real estate funds coming to market. This will lead to exciting times, as participants look to develop fund structures that both satisfy Shariah requirements and remain attractive to investors.  View full briefing

The Institutional Limited Partners Association (ILPA) private equity principles, the second version of which were released in January 2011, were devised as a means to restore and strengthen the basic “alignment of interests” position within private equity, and thus aid recovery and growth. View full briefing

Investors in real estate funds are motivated by the prospect of enhanced returns on their investment, often as a result of being able to access expert management skills and new markets and sectors. In the aftermath of the financial crisis and downturn in real estate markets, investors want to reshape and strengthen the industry. View full briefing

Debt funds have so far failed to make a significant impact on the UK market. Why? View full briefing

Investors are returning to real estate funds.

£3.2bn of new money was invested in pooled property funds in the fourth quarter of 2009, the highest on record since 1998. This amount far exceeded the peak of £1.7bn achieved during the previous upturn in 2006 (AREF). View full briefing

Disgruntled investors in poor performing funds are starting to test the patience of general partners ("GP") by threatening to default on funding commitments. What if an investor thinks the GP has breached the terms of the Fund's documents, by, for example, making investments contravening agreed investment guidelines. Can the investor go on the offensive? View full briefing

The funds industry has developed a number of specific terms and phrases over recent years. This note is a non-exhaustive summary of those terms frequently used by, among others, fund managers, lawyers and accountants. Please note that the descriptions provided should not be treated as definitive and serve as a guide only. View full briefing

Side letters in Real Estate Funds are viewed upon as a typical part of the negotiation process, but what should they contain and who benefits from them? View full briefing

As Real Estate Funds come to an end their affairs need to be wound up and a number of issues need to be considered when this is going to happen. There are a number of reasons why a Real Estate Fund may be wound up (or “liquidated”) including the expiry of the Fund’s term or the occurrence of an event specified in the Fund’s constitutional documents. View full briefing

In this challenging economic climate, the desire for liquidity is high on the wish list for investors. How is this affecting the structuring of new Funds, and what is the impact on existing Funds as investors seek to realise their interests during the life of a Fund? View full briefing

In the current economic climate the role, duties and performance of Fund Managers are coming under increased scrutiny. Investors should be aware of any rights they may have under the constitutional documents of the Fund. View full briefing

Real Estate Funds have become increasingly popular for both UK and global investment opportunities. There is no standard design but there are common issues. View full briefing

(1) Advised AXA Real Estate on the £472m acquisition of Ropemaker Place in a cross border joint venture
(2) Closed transactions with aggregate value of more than £1bn for international investors active in the London market in Q1 2013
(3) Acting on more than £375m of Fund investments and co-investments View full briefing

(1) Advised on closings for 8 funds raising aggregate of £1.5bn in 2012 (2) Acted on closing transactions with aggregate deal value of more than £2.5bn in 2012 (3) Top ranked firm by Chambers for Investment Funds: Real Estate for third consecutive year View full briefing

Our annual legal seminar highlighted new legal topics affecting the funds and real estate sector. View full briefing

Despite recent initiatives to stabilise the Euro and its banks, an exit from the Eurozone cannot be ruled out. The new coalition government in Greece needs to implement its austerity measures and Spain and Cyprus have requested assistance. With all these uncertainties, fund managers will be considering the implications of an exit from the Eurozone.  View full briefing

This guide gives a quick review of some of the issues a buyer and a seller may wish to consider when buying or selling a property “SPV” (the acronym used to describe either a “special purpose vehicle” or a “single purpose vehicle”). This guide focuses on limited companies which may be incorporated in the United Kingdom or overseas. View full briefing

It is apparent that shopping centre transactions are being closely scrutinised by competition authorities. View full briefing

This table gives an overview of some of the main legal and regulatory proposals affecting the UK real estate investment sector. It includes details of timings and the impact of the various issues. View full briefing

2011 saw international investors snap up prime London assets. Problems in the Eurozone, a scarcity of bank finance, low economic confidence and Government spending cuts all present a conundrum for 2012. View full briefing

Data is a key asset of modern business, and the law on privacy and data protection is therefore central to most businesses. View full briefing

We recently hosted a seminar highlighting legal updates arising over the course of this year on Regulatory update – key issues on the AIFM Directive, EMIR on OTC Derivatives and Solvency II; The REITs consultation; Rights of light and Other legal updates – lease guarantees, the Bribery Act and registration of fund managers with the SEC under the US Investment Advisers Act. This autumn briefing sets out the key messages from this seminar, and some practical action for your business to consider. View full briefing

In challenging times, real estate fund managers still have plenty to be positive about. View full briefing

2010 has been a watershed year with signs of life returning to the real estate market across a number of sectors. Our New Year Review gives us a chance to consider some of the major changes to the real estate sector in 2010 and to look forward to what 2011 may throw at us, besides a couple of royal weddings. We hope, for all the right reasons, it will be a year to remember. View full briefing

There is a spectrum of endeavours obligations that are often used and negotiated in all kinds of agreements. How they are interpreted depends on their context and is often a matter of interpretation. This table summarises some characteristics of common endeavours clauses. View full briefing

Institutional investors who have invested in real estate have experienced the pain of declining property values and the consequent acute adverse affect on their fund investments.

The result? Investors are looking for more control and turning to strategic alliances as a way forward.

 View full briefing

In Enviroco Limited v Farstad Supply A/S, the Court of Appeal considered the definition of a subsidiary in accordance with the Companies Act 1985. It was held that where a holding company has granted a legal mortgage over its shares and they are registered in the name of the lender or its nominee, the holding company is no longer deemed to be a “member” of the subsidiary.  View full briefing

The use of SPVs for holding real estate is common but buyers and sellers should be alive to a number of issues when buying and selling an SPV. View full briefing

The property market has a range of joint venture and fund structures which allow investors tax efficient, flexible, indirect property investment opportunities. None is perfect in having the ability alone to cater for every scenario. However, the flexibility inherent in many of the structures (and the ability to combine them) means that the majority of the parties' objectives and particular requirements can be met. This guide gives a quick review of the most common UK vehicles for property investment. View full briefing

This briefing examines the use of LLPs as general partner vehicles in alternative investment structures and how the law relating to partnership accounts facilitates this. View full briefing

In December 2010, HM Treasury published a summary of the responses they received in respect of their consultation on the reform of Investment Trust Companies (ITC’s). We now have a much clearer idea of what the new ITC regime may look like. View full briefing

Funds and Indirect Real Estate quick reference guide View full briefing

As a flexible vehicle bringing tax transparency and limited liability, limited partnerships are efficient structures through which businesses, varied in size and sector, can operate. The law relating to limited partnerships has been in existence for over 100 years and is now undergoing a process of reform. View full briefing

Many jurisdictions offer flexible vehicles and a favourable tax environment, so fund location has tended to be a matter of familiarity and manager preference. There is a growing appetite for funds focussing on Asia using a variety of fund vehicles from Cayman to Singapore. Luxembourg is still the favoured domicile for vehicles holding pan-European real estate. For UK real estate funds, Jersey domiciled unit trusts acting as feeder funds into UK Limited Partnerships are still the vehicle of choice. This guide gives a quick review of the most popular fund vehicles. View full briefing

Introduced in April 2001, this form of business entity has not had the impact on the real estate sector that some expected – what are these vehicles and what is their attraction? View full briefing

Unit trusts are used for Real Estate Funds, usually in common law jurisdictions such as the UK, Australia, Ireland, Guernsey, Jersey and Singapore. But what are unit trusts and how and why are they used? View full briefing

Selecting the appropriate legal structure for a joint venture project requires a shared understanding of objectives. There may be cultural mismatches and different expectations of the parties involved. View full briefing

Joint venture parties will devote a considerable amount of time agreeing how their joint venture will operate on a day to day basis. However, it is important not to overlook when and how the joint venture will come to an end. Joint ventures are often established for a particular project and as a consequence have a finite life. Joint venture parties should therefore consider at the outset the circumstances in which the joint venture will terminate. It is preferable for a joint venture to terminate by the mutual agreement of its partners. What happens though if one party wishes to exit unilaterally? What happens if during the life of the joint venture a party fails to deliver on or breaches its obligations or if the parties fail to agree on a matter requiring their mutual consent? This briefing note sets out some of the ways by which joint ventures may be terminated. View full briefing

In these difficult economic times, the risk for joint venture partners is that the very person with whom an alliance has been formed is unable to fulfil its agreed obligations. When might this happen and what should your response be? Partners in joint ventures should be aware of a) the precise events that constitute a default; b) of the consequences of a partner going into default; and c) whether practically it is worthwhile terminating the joint venture or taking other enforcement action if the worst happens. View full briefing

This document: Examines 10 key questions to help you understand the impact of the AIFMD on your business and fund structures and to consider possible solutions; Examines timing issues and the AIFMD's impact on third country managers and funds; Sets out in a flowchart how the AIFMD applies to raising capital in the EU under the AIFMD. View full briefing

On 19 March 2013, the FSA (now the FCA) published its second consultation paper on transposing the AIFMD into UK law (CP2). Whilst the FSA has not been able to cover all the items it said it would in the first consultation paper, CP2 does offer some more guidance which firms will find useful in getting AIFMD-ready. View full briefing

There is an inescapable flow of new European legal and regulatory measures coming our way and which potentially affect the real estate and funds sector. View full briefing

We've all been talking about AIFMD for years. But now it's time to act. Here are 10 key questions to help you understand if and how you, your funds and your operating practices will be affected. View full briefing

The European Securities and Markets Authority (ESMA) recently published final guidelines on remuneration under the Alternative Investment Fund Managers Directive (AIFMD). View full briefing

The wait is over. The European Commission published the implementing regulation (Regulation) for the Alternative Investment Fund Managers Directive (AIFMD) on 19 December 2012. Many of you have probably read it diligently over the festive break and are now perfectly placed to ensure your business is AIFMD-ready. No? Then this briefing will help summarise the key points. View full briefing

The FSA published the first of two consultation papers on implementing the Alternative Investment Fund Managers Directive (AIFMD). This briefing sets out more detail following our recent alert.  View full briefing

Derivatives and swaps are often used by real estate funds in particular, as hedges to manage risks to which their businesses are exposed, most commonly as part of their borrowing arrangements. View full briefing

According to some, the European Commission has departed from the European Securities and Markets Authority (ESMA)’s November 2011 advice on implementing the Alternative Investment Fund Managers Directive (AIFMD). View full briefing

Following the publication by the European Securities and Markets Authority (ESMA) of its technical advice on implementing the Alternative Investment Fund Managers Directive (AIFMD), this briefing, the last in our series, examines the outstanding issues in relation to third countries. View full briefing

Hot on the heels of the release of the FSA discussion paper on the Alternative Investment Fund Managers Directive (AIFMD), the European Securities and Markets Authority (ESMA) recently published a short discussion paper tackling some of the key issues on scope. View full briefing

The FSA recently published a discussion paper setting out its provisional thoughts on how to implement the Alternative Investment Fund Managers Directive (AIFMD or the "Directive") in the UK. View full briefing

On 23 January 2012, the Financial Services Authority (FSA) published a discussion paper (DP12/1) on the implementation of the Alternative Investment Fund Managers Directive (AIFMD). View full briefing

On 16 November, the European Securities and Markets Authority (ESMA) published its technical advice on implementing the Alternative Investment Fund Managers Directive (AIFMD). In this, the third of our briefings on the AIFMD Level 2 technical advice, we examine the outstanding issues in relation to transparency and leverage. View full briefing

On 16 November, the European Securities and Markets Authority (ESMA) published its technical advice on implementing the Alternative Investment Fund Managers Directive (AIFMD). Taking into account the "framework" nature of the AIFMD itself, ESMA's technical advice has been greatly anticipated as it provides further details and clarity relating to a number of areas covered within the AIFMD.  View full briefing

On 16 November, the European Securities and Markets Authority (ESMA) published its technical advice on implementing the Alternative Investment Fund Managers Directive (AIFMD). View full briefing

The Alternative Investment Managers Directive (AIFMD) has taken another big step forward. The European Securities and Markets Authority (ESMA) has issued its final Level 2 advice on the detailed rules required to underpin AIFMD. But there is still work to be done – the European Commission is expected to publish draft Level 2 rules in early 2012 and national rules must then be formulated in time for AIFMD’s implementation on 22 July 2013. View full briefing

There is an inescapable flow of new legal and regulatory developments emerging from the UK and US governments, from global bodies and from the European Union (EU) and which potentially affect the real estate and funds sector.  View full briefing

There is an inescapable flow of new European legal and regulatory measures coming our way and which potentially affect the real estate and funds sector. Of particular interest are recent developments in The Alternative Investment Fund Managers Directive; The European Market Infrastructure Regulation (EMIR) on Over the Counter (OTC) Derivatives; and Solvency II.  View full briefing

George Osborne's Mansion House speech on regulatory reform has resulted in the publication of a consultation document and draft legislation.  View full briefing

The response to the financial crisis is producing a continual stream of proposals to monitor. In many cases, they don’t hit the mark, or hit the wrong one. Solvency II does not sound as if it has a real estate angle. However, once its capital requirements are read, it clearly does. View full briefing

There is an ever increasing volume of new legal and regulatory measures coming our way and which potentially affect the real estate and funds sector. View full briefing

We have all been poised for months. It has been over a year and a half since the first draft of the Alternative Investment Fund Managers Directive (the AIFM Directive) was put on the table by the European Commission. On 11 November 2010 Europe reached agreement. The upshot is a messy compromise over the marketing of “third country funds”, a crackdown on pay and a heavy compliance burden for fund managers. View full briefing

We have all been poised for months. It has been over a year and a half since the first draft of the Alternative Investment Fund Managers Directive (the AIFM Directive) was put on the table by the European Commission. On 11 November 2010 Europe reached agreement. The upshot is a messy compromise over the marketing of “third country funds”, a crackdown on pay and a heavy compliance burden for fund managers. View full briefing

The new FSA remuneration code (the Code) came into effect on 1 January 2011. The Code's remit now reaches beyond banks to the fund management sector. Final rules on the Code were published in a policy statement by the FSA released on 17 December 2010. View full briefing

We have all been poised for months. It has been over a year and a half since the first draft of the Alternative Investment Fund Managers Directive (the AIFM Directive) was put on the table by the European Commission.  View full briefing

We have all been poised for months. It has been over a year and a half since the first draft of the Alternative Investment Fund Managers Directive (the AIFM Directive) was put on the table by the European Commission. View full briefing

We have all been poised for months. It has been over a year and a half since the first draft of the Alternative Investment Fund Managers Directive (the AIFM Directive) was put on the table by the European Commission. On 11 November 2010 Europe reached agreement.  View full briefing

We have all been poised for months. It has been a year and a half since the first draft of the Alternative Investment Fund Managers Directive (the AIFM Directive) was put on the table by the European Commission.  View full briefing

The financial crisis has put the topic of financial regulation at the top of the agenda for regulators across the globe.  View full briefing

Regulatory reform is now part of the global economic agenda and is a response on an unprecedented scale. View full briefing

One of the lessons learnt from the recent credit crisis is the need for a co-ordinated and consistent approach to regulating European financial markets and institutions.  View full briefing

The coalition government has fleshed out its plans for the reform of financial regulation in the UK in a recent consultation paper published on 26 July 2010. This reorganisation follows the financial crisis which highlighted the failures of the existing system under the Financial Services Authority (FSA), notably the lack of responsibility for macro-prudential supervision. View full briefing

The FSA has always held directors and senior managers of financial institutions accountable for the running of their firms. But following the financial crisis the FSA was criticised for not having vetted sufficiently senior managers running some of the UK’s largest institutions. As a result the FSA has recently re-emphasised that it will take a more active role in the recruitment process of executive directors, non-executive directors and other senior managers.  View full briefing

The Government introduced tax breaks for UK property funds in 2008. It has taken five years for the industry to start responding. Now we are seeing authorised investment funds being launched as property authorised investment funds (PAIFs). Why the delay? Market conditions have played a large part in the lack of action. However, there are still practical and tax issues to be resolved.  View full briefing

The Finance Act 2012 has implemented a number of changes to the REIT regime. View full briefing

On 6 December HMRC finally released the detailed draft changes to the REIT regime promised in late summer. Whilst there were a few disappointments for some, there were no major surprises. View full briefing

UK REITs and takeovers View full briefing

The REIT OpCo-PropCo Rides Again View full briefing

In December 2012 HMRC responded to the earlier consultation on the tax treatment of REITs investing in REITs. They announced that they would introduce measures to allow the income of UK REITs investing in other UK REITs to be treated as exempt. View full briefing

The Advocat General (AG) has opined in the case of GfBK Gesellscaft fur Borsenkommunikation v Finanzamt Bayreuth that investment advice provided to an investment fund constituted an activity of management and therefore benefitted from VAT exemption.  View full briefing

It is common to use offshore vehicles to hold investment assets. These vehicles are based in low-tax jurisdictions, for instance the Channel Islands, and will usually be companies or units trusts. View full briefing