Private equity

Advising clients for over 30 years, we know every inch of the Private Equity legal terrain and our longstanding partner team has shaped much of it. The quality of our technical capacity and client service is matched by the breadth of our experience across every type of closed-ended vehicle.

With a unique global footprint that includes the five leading centres for private equity – BVI, the Cayman Islands, Guernsey, Jersey and Luxembourg – and industry-leading partners in each office, Ogier provides a full services offering to private equity sponsors, their advisers and intermediary law firms, advising on a wide spectrum of fund structures and their particular regulatory and commercial approaches.

The Cayman Islands remains the preferred offshore jurisdiction for many North and South American sponsors as well as sponsors in Asia, which we are able to service in their own time zone out of our Hong Kong office. Guernsey, Jersey and Luxembourg are used in particular where there is a European nexus, with Guernsey and Jersey used both as domiciles for GPs and for funds themselves. Jersey and Luxembourg have a particularly strong tradition in real estate funds and Luxembourg is used extensively in downstream portfolio company acquisitions and disposals; we not only understand the structuring considerations driving our clients’ decision-making, but are able to advise and execute cohesively across our network.

You don’t pay for a learning curve when you instruct us. We understand the legal issues that arise in private equity funds - be it on fund formation, capital raising, subsequent closings, secondary and downstream transactions or wind down – and we get straight to it. Our experience in terms of both volume and complexity in all fund structures and their commercial objectives allows us to take a rounded view rather than a ‘make it fit’ approach.

We regularly advise the world's largest private equity firms on all aspects of the private equity lifecycle; we also take pride in helping start-up sponsors launch their first fund structure. Our expertise across each of our jurisdictions means we can assist with both the structuring and execution of complex cross border transactions. We have been involved in some of the most noteworthy private equity deals completed in our jurisdictions, offering a global perspective to suit an international client base.

Services

Fund formation and capital raising

Structuring advice and fund formation
Advising on, and forming, co-investment vehicles, AIVs, parallel funds, employee incentive schemes.
Side letter negotiation
Advising on ongoing fund operation, including regulatory compliance
Advising on LP interest transfers
AML and AEOI advisory services, preparation of requisite compliance manuals
Establishing and advising management and advisory structures including GPs, special limited partners, carry vehicles and employee participation vehicles
Advice in relation to economic substance and AIFMD considerations
LP advisory services
Advising on term extensions, wind-down and termination.

Finance

Advice in relation to subscription credit and capital call facilities entered into by funds
Advice in relation to hybrid and net asset value credit facilities entered into by funds
Advice in connection with guarantees and other indebtedness incurred by funds, including guarantees and credit support offered in support of loans made to portfolio companies
Advice in connection with general partner or management lines of credit, including assignments of management fee income
Advice in relation to the listing of private equity investments
Acting as sponsor in respect of listing notes on The International Stock Exchange (TISE), Cayman Stock Exchange (CSX) and the Luxembourg Bourse Euro MTF market to take advantage of Eurobond exemption
Advising on borrowing and guaranteeing provisions in fund constitutional documents as well as ability to grant security
Advising financial institutions and private equity sponsors on leveraged buyout and acquisition financing transactions

Downstream Corporate Advisory - Acquisitions

Acquisitions and disposals made by private equity funds, including the structuring of vehicles for these purposes.
Establishment, structuring and regulation of corporate acquisition stack structures
Acquisitions and disposals of real estate by private equity real estate funds.
Investment and shareholder agreements, bespoke articles of association and completion mechanics, including dealing with management interests (roll ups) and equity funding
Existing or new employee incentive plans
Registered office and corporate administration services

Downstream Corporate Advisory - Exit Phase

Exit of investments through IPOs on all international stock exchanges, including LSE, NYSE, NASDAQ, Hong Kong Stock Exchange and Euronext
Sale processes including population of data rooms and preparation of vendor due diligence reports

Disputes

Advice in relation to shareholder and investor disputes
Unfair prejudice and derivative/double-derivative actions
Advice in relation to, and assisting, activist shareholders
Claims against fund service providers including directors, managers, investment advisors, custodians and auditors

Restructuring and Recovery

Restructuring advice to creditors, shareholders and other stakeholders of distressed funds and portfolio companies
Advice in relation to enforcement options for creditors
Advice to insolvency office holders, directors and shareholders of distressed funds and portfolio companies

ESG and Impact

Developing a PE approach to ESG and Impact should start with understanding sustainability priorities and goals, investment philosophy and risk/return appetite. Many fund managers keen to adopt an ESG focus often trip at this first step and feel confused by the myriad of terms and strategies. We help PE funds identify where they sit on the ESG and Impact spectrum by mapping risk, return and impact profile structure.

Our services include

Market benchmarking
Regulatory scan
Fund's impact strategy and approach
Investment sourcing and impact diligence
Impact portfolio monitoring and management
Impact report drafting

Ogier Global

With legal and regulatory requirements continuing to expand for Private Equity, Ogier Global provides expertise in all areas of corporate administration and compliance to manage the continually evolving landscape. Our team is commercially focused, focused on finding the right balance between good corporate governance and operational efficiency.

Services include:

Independent Directors, from our dedicated group of experienced professionals offering a wide variety of skill sets to meet your needs.
AEOI services (including FATCA and CRS)
AML Officers (Money Laundering Reporting Officer (MLRO), Deputy MLRO (DMLRO) and AML Compliance Officer (AMLCO))
AML online training, covering the required training modules relating to anti-money laundering, countering terrorist financing, and countering proliferation financing (AML/CTF/CPF).
Board Support Services, comprising full company secretarial and board support services, to reduce the administrative burdens of conducting board meetings for clients.
Economic substance solutions to assist clients in meeting their regulatory obligations.
Registered Office services, ensuring all statutory requirements are met across jurisdictions.