Nick Rogers
Partner | Legal
Cayman Islands
Nick Rogers
Partner
Cayman Islands
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Private Equity
Advising clients for more than 30 years, we know every inch of the private equity legal terrain - our longstanding partner team has shaped much of it.
Ogier's dedicated Private Equity team understands the legal and administrative issues that arise across the full private equity life cycle.
We provide a full service offering to private equity sponsors, their advisers and intermediary law firms, advising on private equity fund formation, venture capital funds, capital raising, subsequent closings, financings, downstream transactions and wind down.Â
Regularly working on big ticket and complex cross-border transactions, we are a "go-to" firm for this type of work and have been involved in some of the most noteworthy private equity deals in our jurisdictions, which include the leading global centres for private equity – BVI, Cayman Islands, Guernsey, Ireland, Jersey and Luxembourg.
Our award-winning team brings together leading lawyers from across our core services, who work closely with professionals from our corporate and regulatory services to help clients navigate the evolving legal and regulatory requirements in the private equity space.
Whether we are advising the world's largest private equity firms or start-up sponsors launching their first fund structure, we pride ourselves on delivering technical expertise and commercial solutions.
Services
Private equity fund formation and capital raising
- Advising on private equity deal structures and fund formation, including offshore fund formation
- Capital raising
- 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
Private equity finance
- Advice in relation to subscription credit and capital call facilities
- Advice in relation to hybrid and net asset value credit facilities
- 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
Private wealth services
- Family unit trusts
- Family partnerships
- Wills and codicils
- BVI VISTA trusts
- Cayman STAR trusts
- Charitable and non-charitable purpose trusts
- Employee benefit trusts and pensions
- Family offices
- Guernsey and Jersey Foundations Private trust companies
- Trust and ancillary deeds Trust disputes
Local legal services
- Corporate immigrations
- High-value residency
- Immigration
- Employment law
- Competition law
- Property services
Sustainable investment and private equity
- Market benchmarking
- Regulatory scan
- Fund's impact strategy and approach
- Investment sourcing and impact diligence
- Impact portfolio monitoring and management
- Impact report drafting
Corporate services
- Independent directors
- 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
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Key contacts
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Emily Haithwaite
Group Partner, Ogier Legal L.P. | Legal
Jersey
Emily Haithwaite
Group Partner, Ogier Legal L.P.
Jersey
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Anne-Gaëlle Delabye
Partner | Legal
Luxembourg Legal Services
Anne-Gaëlle Delabye
Partner
Luxembourg Legal Services
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Kate Hodson 凯特 ·赫臣
Partner and Head of ESG (Legal) 合伙人 | Legal
Hong Kong
Kate Hodson 凯特 ·赫臣
Partner and Head of ESG (Legal) 合伙人
Hong Kong
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James Heinicke
Partner | Legal
Cayman Islands
James Heinicke
Partner
Cayman Islands
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Christopher Jones
Partner | Legal
Guernsey
Christopher Jones
Partner
Guernsey
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Anthony Oakes
Partner, 合伙人 | Legal
Hong Kong
Anthony Oakes
Partner, 合伙人
Hong Kong
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Michael Killourhy
Partner | Legal
British Virgin Islands
Michael Killourhy
Partner
British Virgin Islands
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Cynthia Anandajayasekeram
Partner | Legal
Cayman Islands
Cynthia Anandajayasekeram
Partner
Cayman Islands
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Edon Byrnes
Partner | Legal
Ireland
Edon Byrnes
Partner
Ireland
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Dominic Conlon
Partner | Legal
Ireland
Dominic Conlon
Partner
Ireland
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Bryon Rees
Partner | Legal
Guernsey
Bryon Rees
Partner
Guernsey
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Richard Daggett
Partner | Legal
Jersey
Richard Daggett
Partner
Jersey
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Bertrand Géradin
Partner | Legal
Luxembourg Legal Services
Bertrand Géradin
Partner
Luxembourg Legal Services
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Nathan Powell
Partner 合伙人 | Legal
Hong Kong
Nathan Powell
Partner 合伙人
Hong Kong
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Rachael Reynolds KC
Global Senior Partner | Legal
Cayman Islands
Rachael Reynolds KC
Global Senior Partner
Cayman Islands
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Marc Kish
Partner | Legal
Cayman Islands
Marc Kish
Partner
Cayman Islands
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Leonie Kelly
Head of Sustainable Investment Consulting | Consulting
Hong Kong
Leonie Kelly
Head of Sustainable Investment Consulting
Hong Kong
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Jason Fitzgerald
Managing Director | Corporate and Fiduciary
Cayman Islands
Jason Fitzgerald
Managing Director
Cayman Islands
Examples of work
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8 April 2024 | 1 min read
Ogier named in India Business Law Journal's Deals of the Year 2023 for its role in Apax Partners' technology acquisition
Laurent Thailly
Team: Elise Berton, Lucie Steinmetz
Luxembourg Legal Services
Deal
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13 March 2024 | 1 min read
Ogier advises Compass on its business combination with Vinci Partners
Deal
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13 March 2024 | 1 min read
Ogier in Guernsey advises Downing on £370 million sale of student accommodation schemes to Blackstone
Deal
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13 October 2023 | 1 min read
Ogier advises MKS Instruments on secondary sale of securities on Nasdaq
Deal
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6 October 2023 | 1 min read
Ogier advises leading private equity house on technology acquisition
Deal
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22 August 2023 | 1 min read
Ogier's Corporate team advises Fortress on Vice Media acquisition
Oliver Richardson
Team: Simon Dinning, James Angus, Chloe Watson-Hill, Gayoung McLellan, Robin Burkill, Oliver Passmore, and 1 more
Deal
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11 August 2023 | 1 min read
Ogier in Guernsey advises Searchlight Capital Partners on its recommended final cash offer for Gresham House plc
Bryon Rees
Team: Diana Collas, James Walsh, Tobi Oluborode, Andrew Tautscher
Guernsey
Deal
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18 July 2023 | 1 min read
Ogier advises on £82.5 million financing for Birmingham real estate
Raulin Amy
Team: Kevin Grové, Mark Watson, Rebecca Brooke
Jersey
Deal
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17 July 2023 | 1 min read
Long Term Assets Limited acquires Gottschalg Analytics with advice from Ogier
Bryon Rees
Team: James Walsh
Guernsey
Deal
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27 June 2023 | 1 min read
Ogier advises Fortress Credit Corp in Vice Media restructuring
Simon Dinning
Team: Oliver Richardson, James Angus, Oliver Passmore, Will Austin-Vautier, Chloe Watson-Hill
Jersey
Deal
Our team
Private Equity
"Phenomenal knowledge of both the law and the intricacies of the private equity industry. Always the best"
Legal 500, 2023
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News and insights
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11 April 2024 | 1 min read
Ogier appoints funds specialist Guy Dominy as chief commercial officer (US)
News
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3 April 2024 | 1 min read
Cecilia Li named a China Business Law Journal Rising Star
News
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25 March 2024 | 1 min read
Jersey law transactional specialists Bruce Scott and Nkechi Hokstad join Ogier in London
News
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14 March 2024 | 1 min read
Ogier adds transactional expertise to growing Middle East team
News
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9 February 2024 | 1 min read
Ogier named Best Law Firm for Private Equity for third straight year
Richard Daggett
News
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5 February 2024 | 1 min read
Real estate and private equity finance specialist Delphine Gomes joins Ogier in Luxembourg
News
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19 January 2024 | 8 min read
Private Trust Companies, Single Family Offices and Governance Entities – Registering for AML supervision under Jersey's proceeds of crime legislation
James Campbell
Team: Emily Haithwaite, Josephine Howe, Matthew Shaxson, George Yates
Jersey
Insight
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16 January 2024 | 3 min read
Focus on fraud and asset tracing: tips for dealing with allegations of fraud
Nour Khaleq
Team: Rachael Reynolds KC, Joanne Huckle, James Bergstrom, Nick Rogers, Justin Savage, Giorgio Subiotto, and 2 more
Cayman Islands
Insight
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14 December 2023 | 3 min read
Creating diversity and change in private capital markets
Sophie Reguengo
Team: Amy Garrod
Jersey
Insight
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