PRACTICE AREAS

 

INVESTMENT FUNDS 

We advise asset managers, investors, PE firms, funds and family offices on all aspects of the life cycle of unregulated investments vehicles (AIF, RAIF) and of regulated investments vehicles (SIF, SICAR, UCITS). In this respect we assist our clients with:  

  • the selection of the appropriate funds structure;

  • the set-up and drafting of the documentation: Special Limited Partnership agreement (LPA), carry and waterfall documentation, prospectus, private placement memorandum (PPM), investment management agreement, central administration agreement or depositary agreement;

  • liaising with the financial supervisory authority in Luxembourg (the CSSF);

  • the set-up and registration of Alternative Investment Fund Managers (AIFMs) with the CSSF; and

  • the selection of service providers such as the registered AIFM, the central administrative agent or the depositary agent.

 

We also serve as CSSF-approved liquidator of CSSF-regulated investment funds.

Mandates and relevant experience of Rutsaert Legal:

  • Advising a major independent operator of wireless telecommunications infrastructure in Europe to set up as anchor investor a €1B digital infrastructure  fund as RAIF.

  • Advising Cube Infrastructure on the acquisition of a part of Sigfox, the initiator of a low-power network (0G) dedicated to the Internet of Things (IoT).

  • Advising Corviglia Capital Fund, a Luxembourg unregulated Special Limited Partnership sponsored by a major Russian banking group, to set-up a $500M Fintech fund; We also assisted with the registration of the AIFM with the CSSF.

  • Advising OXO Group, the accelerator and PE firm, to set up OXO CEE Angel Fund SCSp SICAR, a regulated Luxembourg PE fund with the European Investment Fund as cornerstone investor.

  • Advising a Sharia compliant UCITS fund Salam-Pax SICAV set up by Swiss Life Banque Privée; Our firm advises the client on a daily basis, e.g. with the set-up of additional sub-funds, creation of new share classes, updating the prospectus. 

  • Rutsaert Legal advises Kaminiora S.A., a UCITS fund, in relation with the set-up of an additional sub-funds and the creation of new share classes.

  • Advising Nordic Aged Care SCSp SICAV-SIF in relation with their internal corporate governance.

  • Advising A&E Global SCSp, an unregulated Luxembourg Special Limited Partnership investing in Real Estate in Mexico. RL set-up the fund and assisted with the registration of the AIFM with the CSSF.

  • Advising Andera Partners (former Edmond de Rothschild Investment Partners), the French PE firm, in relation with the liquidation of their Luxembourg assets.

  • Advising York Capital, a major US PE firm, in tandem with the Luxembourg advisory firm Engelwood to set up a PE fund, in the form of a Special Limited Partnership.

  • Advising a Swiss asset manager for the set-up of an authorised AIFM.

  • Advising Vici Properties in tandem with the US law firm Kramer Levin with a private placement in Luxembourg.

  • Setting-up a specialised investment fund (“SIF”) pursuing various flagship strategies for the ultra-high net worth clients of Rothschild Bank AG, a Swiss private bank. The structure is a multimanager umbrella fund, with each sub-fund targeting investors with different risk profiles.

CORPORATE FINANCE

We assist clients with their corporate finance transactions. Typically, our clients are PE firms, asset managers, small and large corporates and family offices. Our significant flow of transactions ensures that our lawyers have become rounded corporate finance lawyers with experience in various types of transactions. Here is a list of transactions we cover on a regular basis: 

  • Acquisition finance, including the documentation related to the security package;

  • M&A, from drafting a term sheet or letter of intent to closing the transaction;

  • Drafting and negotiating a shareholder agreement, a co-investment agreement or a share purchase agreement;

  • Arranging a capital increase or raising funds through the issuance of bonds;

  • Performing corporate, legal, tax IP vendors' or buyers' due diligence;

  • Acting as bankruptcy receiver of liquidator. 

Mandates and relevant experience of Rutsaert Legal: 

 

  • Advising a German Bank with the financing of a real estate development; advising on the German law governed facility agreement and on the Luxembourg law governed security package.

  • Advising a German Bank with the financing of its client in view of the acquisition of the German activities of a fast food group.

  • Advising large corporates (including listed on the NYSE) on the Luxembourg aspects of their global corporate restructuring.

  • Advising GIG Holding S.A., a Belgian cloud-computing firm, with its conversion from a private company to a public limited company attracting institutional investors.

  • Setting-up a Luxembourg limited partnership enabling 4 investors to pool their investment in the form of a club deal to finance a real estate development in Texas.

  • Advising Cred LLC with the launch of a new compartment securitising consumer loans.

  • Advising Microstock Securitisation S.A. on the securitisation of IP stocks.

  • Advising Tawreeq Group (Dubai) to set-up their commercial debts securitisation platform in Luxembourg.

  • Advising Baltic-American Mortgage Holdings in over $63 Million Residential Mortgage Securitization in Republic of Latvia.

  • Assisting Latham & Watkins, the US law firm, with the issuance of collateralized debt obligations (“CDOs”) for a US institutional.

  • Advising Europaïsche Hypothekenbank for a tap issue of public Pfandbriefe governed by Luxembourg law and listed on the regulated market of the Luxembourg Stock Exchange.

  • Assisting Clifford Chance (Frankfort) with the securitisation of Darlehen contracts for a German landesbank.

  • Assisting Clifford Chance (Moscow and London) with the securitisation of retail auto loans originated by a Russian bank.

CORPORATE SERVICES

We assist our clients with their legal and accounting compliance, including the preparation and filing of the annual accounts. We also assist them with the preparation and filing of tax returns.

TAX

We assist our clients with personal and company tax matters. We often team-up with external tax advisors to address the specific needs of our clients.