Search results

To explain the UK government’s long-awaited reforms to limited partnership law.

This article discusses the key updates to limited partnership law in the UK that the reforms represent and draws some conclusions as to what may lay ahead.

The article concludes that the new regime is a welcome step and one that should help the United Kingdom to remain competitive as a jurisdiction for global fund formation in the face of competition from other jurisdictions.

This article contains key details on the new limited partnership regime in the UK and guidance from experienced lawyers with specialties in investment management and public and private funds.

This spring (May, 1989) I was alarmed to read, in a trade publication for stock brokers, an article recommending real estate limited partnerships to brokers and their clients. The same week I had received a report on my own real estate partnership which contained the following statement, “Due to the operating deficits of… and the imminent foreclosure of the…, it is questionable as to whether the partnership will be able to fully realize all its invested capital.” Which means (translated into direct and grammatical English) you probably won't get back all of your money, much less the seven percent annualized tax‐sheltered return which had disappeared two years ago. Shortly thereafter the Wall Street Journal ran a story on the same topic under the headline, “Shearson seeks to Control Damage From Troubled Partnerships.” If it's not too late, I would like to educate you, faithful readers, and hopefully spare you one of my own follies.

Venture capital is a major source of financing for entrepreneurial businesses. Given the importance of venture capital financing to venture creation and regional economic development, it is not surprising that venture capital has emerged as a topic of interest to entrepreneurs and public policy makers, as well as a subject of some academic research. This research has mainly focused on the composition of venture capital fund portfolios, decision‐making criteria used by venture capitalists, and the post‐investment role of the venture capitalists. The role of the investor in the venture capital fund — the people whose money fuels the entire process — has been largely ignored (Fried & Hisrich, 1988).

To explain the benefits and the regulations pertaining to Jersey as a domicile for investment funds.

Provides an overview of Jersey as an international financial center followed by a detailed description of Jersey regulations applying to private funds, expert funds, listed funds, regulated investor funds, retail and other collective investment funds (CIFs), and notification-only funds. Explains fund vehicles including unit trusts, limited partnerships, and companies. Discusses taxes and fund service providers.

Jersey is one of the world’s major international finance centers, offering location and time-zone benefits; stability and reliability; tax neutrality; a stable political, fiscal and regulatory infrastructure; and highly-skilled financial-service providers.

Expert guidance from experienced investment-funds lawyers

To review and analyze the key structural considerations secondaries funds and funds of funds must consider when negotiating credit facilities secured by limited partnership (LP) interests.

This article provides an overview of the primary issues that arise with credit facilities secured by LP interests. These issues include the ability to provide a perfected security interest in LP interests, understanding a credit facility’s borrowing base and advance rates, and the potential impact of certain types of events of default.

Secondaries funds and funds of funds have raised significant amounts of equity capital in recent years. These funds acquire portfolios of LP interests and are increasingly deploying leverage to amplify the returns of these portfolios and provide these funds with a limited degree of liquidity. The leverage is secured by the LP interests. The credit facilities that the funds are structuring and negotiating present a host of issues unique to this type of fund finance. Provided the facilities are properly structured and negotiated, secondaries funds and funds-of-funds borrowers will be able to use these facilities to help meet investment-return objectives and address important portfolio-management needs.

Secondaries funds and funds of funds can benefit from leverage secured by their portfolios of LP interests. This article provides a road map for borrowers when structuring and negotiating these credit facilities.

Practical analysis from a premier corporate law firm on the issues presented by the increasing use of credit facilities by secondaries funds and funds of funds.

In Nigeria, insecurity has been breeding very rapidly given the Nigerian economic conditions in the recent past. Insecurity exposes enterprise development and survival to a serious threat. It has serious effects on lives and properties, obstructs business activities and discourages local and foreign investors, which in turn militate against Nigeria’s overall economic growth and development. This rising wave of insecurity has assumed an unsafe facet to enterprise development and its subsequent survival, hence, if unchecked, it can threaten the overall communal existence of the country as one entity. The purpose of this study is therefore, to examine the impact of insecurity on enterprise development in Nigeria.

This study used the most recent Nigeria Enterprise Survey data (2014) and applied multi-nomial logistic regression model to examine the impact of insecurity on enterprise development in Nigeria.

It was found among others that all the captured insecurity variables in this study have negative significant impact on enterprise development and as such significantly retards enterprise growth and development except for corruption and availability of strong, fair and impartial legal system (comparing partnership and limited partnership enterprise to the sole proprietorship), which were found to have positive impact on enterprise development in Nigeria.

This study therefore recommended among others that government at all levels – federal, state and local – should try harder to live up to its primary constitutional function of providing adequate security of lives and property to its citizenry.

There is no known study that has investigated the impact of insecurity on enterprise development in Nigeria. There is dearth of literature in the study area, hence this study enormously contributes to the growing literature on insecurity and enterprise development.

Examines the way in which the 1986 Tax Reform Act affected the status of US real estate as a tax shelter. Demonstrates that because tax benefits previously were an important component of total returns from income producing real estate, its immediate effect is to reduce after‐tax returns from real estate. Argues that if market values fall and rents rise, however, after‐tax returns from income producing real estate should be sufficient to attract individual US investors. Adds that the 1986 Tax Act should attract more US pension funds and foreign investors to US investment real estate given that the buying advantage of US investors has been reduced.

The purpose of this paper is to investigate a particular type of property market, that of funeral homes, of which little is known, despite the fact that it is an expanding market, reflecting a social and cultural change in Italy.

A qualitative analysis of the funeral property market was carried out. Information and data were collected from funeral companies, with reference to their market strategy, and from institutional investors, in order to gauge their knowledge of that specific sector and their willingness to invest in this specific property type. The instruments used were questionnaires, telephone interviews and on-site visits.

The results of this study suggest that Italian funeral companies identified a new property market, responding to the demands of a changing social context, especially in Northern Italy. Limited experience in the management of this asset and the lack of a clear and uniform legislative regulation at the national level appear to be among the main difficulties. From the investors’ point of view, the main problems in investing in this property were the lack of adequate knowledge in the sector and moral qualms about the specific type of assets.

The small sample restricts generalization beyond the companies that participated in the research. Furthermore, the research only focused on the private sector related to niche market strategy and property investments.

The paper could raise awareness of a specific and not well-known property market among the real estate operators.

The originality of the analysis lies in investigating a relevant phenomenon from the social point of view that has been little or not at all addressed from the point of view of real estate, particularly in Italy.

The author, both an attorney and CPA, explores the complex and perhaps out‐of‐date Advisors Act Rule 206(4)‐2, the Custody Rule. He explores the rule and the obligations and concerns that arise when an investment advisor is deemed to have custody.

The purpose of this paper is to provide of selected Financial Industry Regulatory Authority (FINRA) regulatory notices and disciplinary actions issued in January, February, and March 2012.

The paper provides Regulatory Notice 12‐03, January 2012, Complex Products: Heightened Supervision of Complex Products; Regulatory Notice 12‐05, January 2012, Customer Account Protection: Verification of Emailed Instructions to Transmit or Withdraw Assets from Customer Accounts; Regulatory Notice 12‐13, March 2012, Best Execution, SEC Approves Consolidated FINRA Best Execution Rule. It summarizes ten disciplinary actions for recommending unsuitable sales of unit investment trusts (UITs) and floating rate loan funds; using misleading marketing materials in the sale of a non‐traded real estate investment trust (REIT); selling interests in private placement offerings without having a reasonable basis for recommending the securities; unsuitable sales of reverse convertible securities; violating Regulation SHO (Reg SHO) and failing to properly supervise short sales of securities and marking of sale orders; misrepresenting delinquency data and inadequate supervision in connection with the issuance of residential subprime mortgage securitizations (RMBS); permitting a registered representative to publish advertisements that failed to provide a sound basis for a reader to evaluate the products and services being offered, contained exaggerated, unwarranted and misleading statements, and failed to disclose the firm's name; failing to conduct reasonable due diligence regarding securities an entity issued; failing to disclose certain conflicts of interest in research reports and research analysts' public appearances; and failing to develop and enforce written procedures reasonably designed to achieve compliance with NASD Rule 3010(d)(2) regarding the review of electronic correspondence.

The paper reveals for Regulatory Notice 12‐03 that the decision to recommend complex products to retail investors is one that a firm should make only after the firm has implemented heightened supervisory and compliance procedures; firms also should monitor the sale of these products in a manner that is reasonably designed to ensure that each product is recommended only to a customer who understands the essential features of the product and for whom the product is suitable. For Notice 12‐05 it finds that, given the rise in incidents reported to FINRA involving fraud perpetrated through compromised customer e‐mail accounts, FINRA recommends that firms reassess their specific policies and procedures for accepting and verifying instructions to withdraw or transfer customer funds that are transmitted via email or other electronic means, as well as firms' overall policies and procedures in this area. For Notice 12‐13: FINRA Rule 5310 leaves in place the general requirements of best execution, which are for a member firm, in any transaction for or with a customer or a customer of another broker‐dealer, to use “reasonable diligence” to ascertain the best market for a security and to buy or sell in such market so that the resultant price to the customer is as favorable as possible under prevailing market conditions.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends.