Invest Europe Training
21 March 2019
What is it?
Invest Europe's Fund Structuring course aims to help private equity and venture capital professionals choose the right structure for their fund.
The following aspects will be covered:
- Key objectives in structuring a private fund: how to go about delivering a structure that is tax neutral, flexible, and well understood by the market.
- The main structures available: the pro's and cons' of limited partnerships, corporate and other fund structures; why are parallel funds and master-feeder structures used? How do you make the right choice between different vehicles in different jurisdictions? What are the marketing restrictions that apply to different structures?
- Impact of the new regulatory landscape: does AIFMD mean it’s better to be onshore or offshore? Has it become harder to market to European LPs? Role of the depositary; Rules on remuneration of senior staff.
- Impact of new tax requirements: recent changes affecting carried interest schemes as well as the impact on funds of changes targeting perceived tax avoidance.
- Key fund terms: a look at the most important provisions of the limited partnership agreement from the perspective of both the GP and the LPs (including: key man protections, GP removal, early termination of the fund, role of the Advisory Committee, the distribution waterfall, claw back from LPs, claw back from the GP, management fees and fee offsets, transfers of LPs interests, indemnification, successor funds and co-investments).
- Market trends: early bird and other fee discounts, so-called 'deal-by-deal' funds, no-fault LP rights, internalisation of operations and fee/expense disclosures.
- Fundraising steps: teasers, PPMs, AIFMD disclosures, side letters (including 'most favoured nations' clauses) and closing process.
Allen & Overy
33 avenue J.F. Kennedy
THURSDAY 7 MARCH 2019
8:30 - 9:00 Registrations
9.00 – 9.15 Introduction & objectives
9.15 – 10.00 The main structures available
- The pros and cons of limited partnerships, corporate and other fund structures
- Key considerations for managers and investors
- Onshore or offshore
- Overview of other vehicles within a common structure: parallel funds; feeder funds; carry partnerships
- Jargon busting
10.00 – 11.00 Tax and structuring overview
- Carried interest and performance fees
11.00 – 11.30 Coffee break
11.30 – 12.30 – Fundraising regulation
- Licensing requirements relating to various aspects of running a fund
- Securities marketing laws relating to offering fund interests
12.30 – 1.30 Lunch
1.30 – 3.00 Key fund terms and market trends: a look at the most important provisions of the limited partnership agreement from the perspective of both the GP and the LPs and highlighting how the market is evolving
- Economic terms: the distribution waterfall; clawbacks; recycling; fees and expenses
- Investor protection rights: key man protections; GP removal; early termination of the fund; successor funds
- Terms relating to the operation of the fund: transfer rights; indemnification; the advisory committee
- Trends: co-investment; disclosure; reporting templates
- UK reform of the limited partnership law
3.00 – 3.30 Fundraising steps
- PPM and the Data Room
- AIFMD requirements: approval, disclosure and material changes
- Closing process
3.30 – 4.00 Coffee break
4.00 – 4.45 Additional tax, regulatory and compliance issues
- Depositary requirements
- Pay regulation
- FATCA and CRS
- MLD 4
4.45 – 5.15 Q&A session: an opportunity to ask a panel of practitioners their views on key issues or to recap on the matters discussed during the day
Accommodation information will be available shortly.
Fees, method of payment and cancellation
Course Fee (excluding accommodation)
Invest Europe Members: €800
20% VAT will be added.
The above prices also include all material relating to this course as well as coffee breaks, lunches and dinners for the duration of the course. Hotel accommodation is not included in the course fee.
Participants are requested to pay by cheque, banker's draft, bank transfer or credit card in EURO as shown on the Application Form. Applications sent after 7 February 2019 should be paid by credit card.
Bank transfers: should be made net of bank charges and commission to the following bank: ING Avenue Marnix 24, B-1000 Brussels
International bank transfer account number: IBAN BE33 3300 5785 0046 SWIFT/BIC: BBRUBE BB
Domestic bank transfer account number: 330-0578500-46
A copy of the bank transfer should be sent together with the application form. To avoid any confusion, participants are requested to indicate clearly their names and addresses on transfer orders and cheques. Confirmation of registration for fees and practical information will be sent after receipt of the application form and payment. For late registrations (see above), we require payment via a credit card.
Cancellations can only be accepted if received (in writing) by 7 February 2019. Fees (less 20% administrative charges) will then be refunded. After this date, delegates will be liable for the full fee.
In case of cancellation, a substitution between members of the same company is still possible at any time.
The working language of the course will be English.
To register for Invest Europe's Fund Structuring course, the candidate should submit the application form and proof of payment. Invest Europe maintains the right to refuse the registration if it is not accompanied by all the supporting documents.
Due to the high demand for Invest Europe Training courses, priority is given to Invest Europe's members. Registrations will be handled on a first-come first-served basis. Any registration received after 7 February 2019 should mention a credit card number for the payment of course fees.