Subjects:

Banking and Finance

Contents:

1. Introduction to Private Investment Funds

Overview

Terminology

Structural Consideration

Legal and Regulatory Issues

Legal and Fiduciary Duties of the Investment Manager

Regulation of Fund Managers and Funds

Documenting the Fund and the Legal Relationship between the Fund Manager and Investors

Multiple Vehicle Structures

2. Marketing Private Investment Funds

Overview

Distribution Approaches

Financial Promotion - General Concepts

Exemptions to the Financial Promotion Restrictions

Promotion of Collective Investment Schemes

Consequences of CIS Categorisation

Marketing in the United States

3. Taxation of Private Investment Funds

Overview

UK Taxation of Limited Partnerships

US Taxation of Limited Partnerships

Effect of Taxation Rules on Structure and Operation of Partnerships

UK Taxation of Offshore Exempt Companies

US Taxation of Offshore Exempt Companies

Effect of Taxation Rules on Structure and Operation of Offshore Companies

4. Legal Duties Arising from the Provision of Investment Management Services

Overview

Legal Status of the Fund Manager

Common Law Duty of Care in Tort

Contract

Fiduciary Duties

Misrepresentation and Related Claims

Limitations on Duties

5. Regulatory Duties Arising from the Provision of Investment Management Services

Overview

Regulatory Status of the Fund Manager

FSA Authorisation

SEC Registration

International Organisation

Conflicts of Interest

Insurance

Parameters of Fiduciary Duties in Regulation

6. The Fiduciary Challenge in Limited Partnerships

Overview

Nature of Partnerships

Partnership Agreements

Powers and Duties of Partners

Duty of Good Faith

Actions Between Partners

Understanding the Fiduciary Challenge in Limited Partnerships

7. The Fiduciary Challenge in Offshore Companies

Overview

Nature of Limited Companies

Powers and Duties of Directors

Liability of Directors

Duty of Good Faith

Shareholder Actions

Understanding the Fiduciary Challenge in Offshore Companies

8. Using Structural Approaches to Reinforce Investor Protection

Overview

The Fiduciary Challenge

Parameters of Negotiation

Relationships with Advisers

Relationships with Service Providers

Documenting the Extent of Duties and Obligations

Overcoming the Fiduciary Challenge

9. The Limits of Regulation

Overview

UK Developments

US Developments

European Developments

International Developments

Future Prospects for Private Investment Funds

The Place of the Fiduciary Challenge in Investment Management

Lessons Learned

The Law of Private Investment Funds offers lawyers a practical analysis of the legal and regulatory issues that arise from the structure and marketing of private investment funds both from the UK and US perspective.

The book opens with a discussion of the general legal and regulatory duties of the fund manager. Running throughout the work are the themes of investor protection and fiduciary challenge. These ideas are considered in the context of the various sources available for investor protection including the substantive rights and obligations under general law, criminal law provisions and voluntary and statutory rights of regulation. In particular the question of how the integrity of a fiduciary relationship can be maintained with disparate and distant clients is addressed.

Against the backdrop of regulation and investor protection the author considers the various aspects of running private investment funds. Issues such as structuring and launching, and marketing private investment funds are considered in full. The author also looks at the fiduciary challenge as far as limited partnerships and offshore companies are concerned.

The final chapter of the work considers the limits of regulation and takes a practical view of development in the UK and US. Conclusions are drawn about how far regulatory changes have met the concerns of investors following recent scandals such as Enron and World.com.