Drafting of a tailored Series LLC Agreement for the Sponsors of the US Series LLC Venture Capital Fund. Explanation of the corp / tax / reg implications of different scenarios to the Client.

The global restaurant franchise has been looking for the best option to raise public retail funding in Europe and the US. First, we compared the European reg options for the UK, Germany, the Netherlands, France and Cyprus: under MiFID (incl. a tied agent model), under the local and the EU Crowdfunding Regulations. Then, we designed a compliance road map focusing on prospectus rules and marketing restrictions in the host states. Finally, we advised on the corporate tax structure involving the SPV and the OpCos. Similarly, regarding the US markert, our reg / corp / tax analysis helped the client to choose between an Inc. and LLC form, number of companies, states of incorporation, debt / equity method of financing, transaction flow and the costs / risks profile.

A full regulatory, tax and corporate legal analysis under the laws of the US, Cyprus, the UK, Gibraltar and Luxembourg for an individiual asset manager planning to set up an investment structure for his wealthy "Family and Friends". Besides legal analysis, our practical approach involved collaboration with local brokers, tax lawyers and corporate service providers and a cost estimate for all types of structures in scope.

Regulatory, corporate and tax structuring of a venture capital fund in the Cayman Islands focused on investments into hi-tech projects with the initial subscription amount of up to USD 55 million. Particular reg / tax complexity of the analysis was due to the US tax residence of the Sponsor (Investment Advisor, Broker-Dealer regulations, CFC and PFIC taxation of foreign undistributed income).