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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.
1. Introduction to Private Investment FundsOverviewTerminologyStructural ConsiderationLegal and Regulatory IssuesLegal and Fiduciary Duties of the Investment ManagerRegulation of Fund Managers and FundsDocumenting the Fund and the Legal Relationship between the Fund Manager and InvestorsMultiple Vehicle Structures2. Marketing Private Investment FundsOverviewDistribution ApproachesFinancial Promotion - General ConceptsExemptions to the Financial Promotion RestrictionsPromotion of Collective Investment SchemesConsequences of CIS CategorisationMarketing in the United States3. Taxation of Private Investment FundsOverviewUK Taxation of Limited PartnershipsUS Taxation of Limited PartnershipsEffect of Taxation Rules on Structure and Operation of PartnershipsUK Taxation of Offshore Exempt CompaniesUS Taxation of Offshore Exempt CompaniesEffect of Taxation Rules on Structure and Operation of Offshore Companies4. Legal Duties Arising from the Provision of Investment Management ServicesOverviewLegal Status of the Fund ManagerCommon Law Duty of Care in TortContractFiduciary DutiesMisrepresentation and Related ClaimsLimitations on Duties5. Regulatory Duties Arising from the Provision of Investment Management ServicesOverviewRegulatory Status of the Fund ManagerFSA AuthorisationSEC RegistrationInternational OrganisationConflicts of InterestInsuranceParameters of Fiduciary Duties in Regulation6. The Fiduciary Challenge in Limited PartnershipsOverviewNature of PartnershipsPartnership AgreementsPowers and Duties of PartnersDuty of Good FaithActions Between PartnersUnderstanding the Fiduciary Challenge in Limited Partnerships7. The Fiduciary Challenge in Offshore CompaniesOverviewNature of Limited CompaniesPowers and Duties of DirectorsLiability of DirectorsDuty of Good FaithShareholder ActionsUnderstanding the Fiduciary Challenge in Offshore Companies8. Using Structural Approaches to Reinforce Investor ProtectionOverviewThe Fiduciary ChallengeParameters of NegotiationRelationships with AdvisersRelationships with Service ProvidersDocumenting the Extent of Duties and ObligationsOvercoming the Fiduciary Challenge9. The Limits of RegulationOverviewUK DevelopmentsUS DevelopmentsEuropean DevelopmentsInternational DevelopmentsFuture Prospects for Private Investment FundsThe Place of the Fiduciary Challenge in Investment ManagementLessons Learned;
