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Investments funds

Regulation of the investment sector has increased dramatically in recent years, mostly due to European legislation. The end of the regulatory battle is not yet in sight. Due to the current economic situation, the supervision will be tightened up even more in the years to come in order to protect investors. This will lead to further adjustments of (European) laws and regulations.

Investment institutions may take various forms in the Netherlands some of which are subject to supervision. In addition to investment institutions in the form of a legal entity (public limited companies), private limited companies or investment institutions without legal personality, such as limited partnerships or mutual funds, are also frequent. The choice for a specific form of investment institution is most often tax driven. Notable examples are the exempted investment institution and the fiscal investment institution.

What form of investment institution is most suitable for you ultimately depends on your specific wishes and ambitions. Taking these into consideration, we can advise on the structure that will suit you best. We will establish that structure and assist you in making investments. Thanks to our close cooperation with specialist tax lawyers, you will achieve not only an optimal legal investment structure, but will also achieve optimisation in terms of taxation.

Depending on the investment objectives and the manner in which capital is furnished, the manager of an investment institution is required to obtain a licence. The structure will, if possible, also be set up so that the licensing requirement does not apply. The many possibilities to shape an investment structure create the need for sound legal advice.

We also frequently advise existing (foreign) investment institutions such as UCITS funds on how to operate in the Netherlands. The so-called European passport for investment institutions has drastically simplified cross-border offerings of participation rights. However, it is imperative that the administrative affairs remain in order. We can also assist you in that context.

Private equity remains a frequently used financing method. Together with our corporate law team, we are often involved in the incorporation and structuring of private equity funds (venture capital and hedge funds) and private equity related transactions. We assist parties in LBOs, MBOs and MBIs on a regular basis. Our interdisciplinary collaboration with corporate finance and specialised tax lawyers ensures that both the funding and the corporate law aspects of a transaction, including directors’ liability issues, are completely covered. We offer total service.

Our expertise comprises:

  • advice on fund structures;
  • advice on venture capital transactions;
  • establishment of funds;
  • preparation of the necessary documentation such as limited partnership agreements, management agreements and shareholders’ agreements;
  • advice on licence obligations and exemptions;
  • handling the corporate housekeeping of (foreign) funds;
  • assistance of funds in investments; and
  • settlement of funds.

Miriam Ee, van