James Tinworth

Funds

• Advising on the launch of three new hedge funds and related regulatory hosting arrangements (hedge funds; Cayman)
• Advising on the launch of various single asset/SPV vehicles (structured as limited partnerships in the BVI, Ireland and Luxembourg)
• Advising a private credit fund client on the first issue of equity securities by two cells in its Cayman Segregated Portfolio Company.
• Advising a client through the complexities of a third-party manager’s carry structure and drafting the constitutional documents for the client’s pooling vehicle whilst navigating the regulatory requirements, eliminating the need for the client to modify their FCA permissions.
• Changing a fund's unusual Contingent Performance Reserve mechanism to a more standard performance fee mechanism with a hurdle rate and assisting with the unwinding of the legacy reserve (hedge/PE hybrid; Cayman)
• Advising in relation to the fund's acquisition of a US private company and the participation of fund investors in the same (hedge/PE hybrid; Cayman)
• Advising in relation to the launch of a new leveraged share class (hedge fund; Cayman)
• Advising in relation to a full prospectus update (hedge fund; Cayman)
• Advising in relation to the orderly liquidation of one of a client's funds, including how best to deal with certain illiquid positions and redemptions in kind (hedge fund; Cayman)
• Advising in relation to the heads of terms for the creation a fund/managed account (EU private litigation claims)
• Advising in relation to the re-launch of a fund with an entirely new strategy. Involved significant revisions to the fund's prospectus and other fund documents (hedge fund; Cayman)
• Reviewing full suite of draft documents of a venture capital fund (English Limited Partnership) that had been prepared by the seed investor (acting for the Small AIFM)
• Drafting Marketing Agreement (US hedge fund manager appointing UK agent)
• Regularly review and mark-up a client’s investment management agreements (UK institution managing open-ended funds)
• Reviewing various distribution agreements and drafting template distribution agreement (Swedish placement agent of private funds)
• Advising in relation to a distribution agreement (UK/Israeli distributor of regulated funds (mutual funds and ETFs

Regulatory

• Advising several non-UK clients in relation to the launch of a UK business, including the regulatory, tax and employment considerations
• Advising whether a proposed change in a client’s management group structure would cause a Change in Control of the UK’s authorised group entity for FCA purposes
• Advising on the requirements under the Sustainable Finance Disclosure Regulation and the related RTS (regulatory technical standard) that would apply to an Article 9 fund
• Providing regulatory and funds advice to our client regarding the use of a Cayman SPC as a mixed-use (managed account (non-AIF) / commingled fund (AIF)) platform
• Providing regulatory and funds advice to our client regarding the use of a Jersey PCC as a deal-by-deal platform
• Advising a manager in relation to the departure of one of the partners of the LLP and member of the portfolio management team (hedge fund)
• Structuring advice to prevent a collective investment vehicle being an Alternative Investment Fund (AIF) or a Collective Investment Scheme (CIS) (real estate)
• Structuring advice to prevent a SPAC being an AIF or a CIS
• Advising a client, which is a small AIFM, as to how to operate and potentially revise/restructure/repaper the capital call facility in place for Fund 1 and the capital call facility to be put in place for the imminent Fund 2 so that any borrowing made under the facilities would be treated as "temporary" and disregarded for the purposes of determining the correct small AIFM threshold.
• Advising a UK fund marketer in relation to the requirement to be FCA authorised
• UK fund marketing, UK National Private Placement Regime and temporary marketing permissions regime (TMPR) advice for various clients
• Advising a UK placement agent (primary and secondary offerings of private funds) in relation to Brexit contingency planning
• Advising a client in relation to whether he required FCA authorisation to carry out certain corporate finance activities in the context of a contractual dispute

Corporate

• Advising an individual on the structuring and establishment of his new hedge fund management business and drafting the LLP agreement.
• Advising a client and her team in relation to the team joining a very large (US$17bn+) hedge fund manager. Negotiating the deeds of allocation for the team joining as members.
• Advising a client in relation to changes to its regulatory hosting arrangements and related revenue sharing arrangements.

Some of these representations were handled James prior to joining Haynes Boone.