SJ Berwin - PLUM 2009

10
PRIVATE FUNDS
By Andy Shore
Second year trainee
Private Funds lawyers advise on setting up
private equity funds, infrastructure funds, debt
funds, hedge funds, listed funds and other less
common funds. Money is invested into a fund
which will be one of a variety of entities such as
a company or partnership. It is then managed by
an investment house and invested in a portfolio
of assets in which the investment house has
particular expertise.
Our job is initially to advise on the most
appropriate structure for the fund, ensuring that
the investors are able to receive proceeds from
the fund in a tax-efficient manner and that the
structure is administratively workable for the
investment house. Once a structure is decided
on, it must be implemented. This involves advising
the investment house on the terms of the fund,
negotiating constitutional documents with
investors and finally closing the fund (the term
used once the documents admitting the investors
to the fund have been signed).
Trainees are involved in each of these stages.
They are often asked to research new developments
in legislation and analyse the impact on the fund
structure, providing solutions to any problems.
Trainees will also be tasked with the preliminary
drafts of the fund documentation and be heavily
involved with investor negotiations and closing the
fund. This means plenty of contact with both
investment houses and investors.
The climate in which funds operate is fast
changing with fund managers permanently
seeking new opportunities to make excellent
returns on investor money. The traditional private
equity model continues to develop and fund
managers are seeking to invest in emerging
markets and alternative assets leading to a rise
in the number of Emerging Markets funds and
debt funds. Fund managers are also seeking
investors from further afield, often requiring
Sharia compliance and international legal advice
from our overseas offices.
PRIVATE EQUITY
By Bryony Compson and Sarah Bischoff
First year trainees
The Private Equity team is always a hub of activity
and trainees love its high-octane nature. Its major
focus is private equity deals, which include
management buy-outs, secondaries, growth capital
and typical mergers and acquisitions (M&A) work
that you may be familiar with from your private
acquisitions course at law school. In the last year,
notable deals have included advising CVC on its
bid for Barclays’ iShares division and the sale of
Entertainment Rights PLC to Boomerang Media.
On a deal, you will work in a team that, although
partner-led, is composed of lawyers at various
levels. This not only exposes you to a wealth of
experience but also provides an approachable
point of contact. The fact that seven of the private
equity partners trained with the firm means that
a keen interest is taken in your development, as the
partners know exactly what it takes to maximise
your training in the department.
The trainee role on a deal includes: being involved
in the due diligence process, where you will review
a company’s constitutional documents and
complete company searches before analysing the
issues raised by your findings; liaising with other
SJ Berwin departments supporting the corporate
team on the deal; attending client meetings, where
your notes will be relied on as the essential record
of the matters discussed; drafting many of the
supporting documents, which typically include
board minutes and shareholder resolutions; and coordinating
much of the actual completion process.