Investment funds in Germany
With particular expertise in the automotive, energy, infrastructure, healthcare, life sciences and chemical sectors as well as the real estate and TMT industries, Clifford Chance covers the full spectrum of investment fund matters as part of various transactional and investment-related mandates. Acting for investment funds and asset managers, the team is well versed in combining its expertise from various practice areas leading to regular joint instructions with the firm’s private equity, derivatives and tax departments. Finance expert Oliver Kronat and the highly regarded Josef Brinkhaus assisted a German pension fund with the creation of an alternative investment platform, while Gregor Evenkamp in conjunction with the corporate team advised the Nuclear Waste Disposal Fund (Fonds zur Finanzierung der kerntechnischen Entsorgung) on regulatory matters concerning capital investments and on the set-up of investment guidelines. In other work, Evenkamp, who has notable banking supervisory law and fintech experience, assisted Düsseldorf-based consulting and investment company Postera Capital with the launch of the first EU-regulated crypto asset fund Postera Fund - Crypto I in Liechtenstein. In the transactional space, Marco Simonis acted for Universal Investment on the acquisition of 39 residential properties in Japan, while Brinkhaus advised Ärzteversorgung Westfalen-Lippe on its share in the onshore wind farm Nordlicht in Norway. In another highlight, Sonya Pauls assisted EMH Partners with closing its EMH Digital Growth Fund.
Freshfields Bruckhaus Deringer
Freshfields Bruckhaus Deringer’s work is based on three pillars: firstly, the team assists investment funds, capital management companies and other sector-specific services providers with regulatory matters; secondly, it advises on the structuring and implementation of alternative investment funds (AIFs) and investments made by AIFs, while handling regulatory issues as part of asset management-related transactions constitutes another key element. With several offices across Germany, each location has its individual focus: in Hamburg, the team including Niko Schultz-Süchting and Alexander Schwahn routinely works in conjunction with its real estate and tax groups, specialising in real estate special assets including the structuring of investment products; within this segment, the team acted for Axa Investment Managers - Real Assets on the acquisition of a logistics property portfolio including 39 properties in five European jurisdictions from Gramercy; while, in the Düsseldorf office, the group around Jochen Lüdicke focuses on asset finance-related tax issues and investment structures. The core team in Frankfurt is co-led by Konrad Schott, Gunnar Schuster and Thomas Emde and routinely handles compliance, corporate governance and tax law issues alongside license requirements. While Emde retired at the end of the business year 2017/ 2018, he remains involved in a number of mandates. With him in the lead, the practice advised several foreign UCITS funds on sales and distribution-related notification procedures alongside BaFin compliance matters, while Schott assists a German AIF capital management company with the structuring and implementation of aircraft investments for German special funds. Markus Benzing made partner in May 2018.
The team at Hengeler Mueller stands out for its regulatory expertise, such as MiFID II implementation matters, and benefits from the close co-operation with other departments, most notably when handling M&A and transactional issues. In this segment, the team acted as lead counsel for Deutsche Asset Management Investment on its global co-ordination of transferring assets and asset shares into a new fund structure managed by the client. Other work includes various German market entry instructions, including Christian Schmies’ advice to a British asset manager on the establishment of a AIFM branch in Germany, and mandates from family offices; in the latter, Edgar Wallach advised a client on the restructuring and establishment of an asset management account structure with several banks, which included RFP procedures and the negotiation of managed account agreements, while another German family office received assistance with investments in private equity fund structures. Other instructions involved advising foreign asset managers on their activities for German investment funds as part of outsourcing agreements with German alternative investment fund managers and on derivates-related issues. Thomas Paul is another key figure.
Linklaters’ wealth of expertise in international real estate fund matters leads to regular instructions from global real estate fund managers. Frequently, these cover the structuring of real estate funds and related sales issues with regards to their placement with international institutional investors alongside German insurance companies and pension funds. Recently, the team advised the financial services group USAA on the structuring of a real estate index fund for institutional investors, and assisted real estate investment company GTIS Partners with the second closing of its closed-end real estate funds, which the team had previously launched; the latter funds had an investment focus on US single-family houses for German institutional investors such as pension funds and insurance companies. Other work pertains to loan funds and loan platforms as well as M&A transactions and asset management matters; in an example of the latter, the team including colleagues from the corporate group assisted Macquarie with the acquisition of real estate fund manager GLL Real Estate Partners. US managers also routinely instruct the practice, which is jointly led by Alexander Vogt and Markus Wollenhaupt, on European AIFM regulations. This included advising investment company Pimco on setting up special access to an AIF domiciled outside the EU for German regulated investors. GreenOak Real Estate and a Swiss pension fund are also among the clients.
Dechert LLP’s ‘very good’ offering leads to regular instructions from national and international financial services providers, credit institutions, fund managers, investment companies and institutional investors. Its strength lies in handling the full remit of investment fund matters for open-end and closed-end investment funds and their fund managers, most notably in relation to alternative investments. These instructions frequently include assistance with setting up tax and regulatory efficient funds and investment structures, preparing fund documentations and licensing procedures. ICG Alternative Investment receives regular tax and supervisory law advice; recently, this included assistance with alternative investment funds and Solvency II matters, provided by Joachim Kayser. Hans Stamm acted for Wealth Management Capital Holding on the structuring and launch of a German closed-end real estate fund for institutional investors. Martin Hüwel and team head Achim Pütz have ‘in-depth knowledge of specific requirements for international and national investment structures’.
The Frankfurt-based team at King & Spalding LLP is a respected player in the market for real estate investment fund work, acting for asset management companies, institutional investors and fund platforms on the structuring, launch, management, restructuring and liquidation of investment funds, while also providing advice on real estate-related regulatory matters. As another key area of expertise, it also represents investment funds in litigation and arbitration. Team head Mario Leissner advised Barings Real Estate Advisers on regulatory and structuring matters concerning new funds and the sale of existing products in Germany. As another highlight, he acted for Beos, which exclusively instructs the firm with all its regulatory and fund matters, on the structuring and creation of a new fund product for institutional investors as well as on the structuring and establishment of an asset management company, including licensing procedures and various transactions. BMO Real Estate Partners receives regular investment law advice, and Hannover Leasing routinely instructs the practice with regulatory issues alongside fund structuring, restructuring and product listing matters. Other noteworthy work includes assisting Savills Investment Management with the structuring, launch, management and liquidation of various funds, products and vehicles alongside advice on investment law and supervisory law issues. In early 2018, real estate law expert Sven Wortberg moved to Herbert Smith Freehills Germany LLP.
P+P Pöllath + Partners
Clients praise P+P Pöllath + Partners’ ‘very high-service level’ based on ‘very short response times and the reliable adherence to deadlines at fair prices’, while also stressing its ‘excellent private equity and M&A expertise’, which constitutes the key strength of the ‘thorough and goal-oriented’ team. It advises initiators and investors on the full spectrum of tax and regulatory matters concerning private equity funds, including alternative investment funds and global fund investments, and benefits from the close co-operation between the segments fund structuring, supervisory law and tax law. The ‘proactive’ Amos Veith, who jointly heads the practice with ‘market expert’ Andreas Rodin and is considered ‘one of the best contacts in Germany for PE and VC funds’ and is ‘very pleasant to work with’, recently advised private equity investor Afinum Management on various tax and regulatory issues concerning the structuring of a fund and its contractual documentation as well as on negotiations with national and international investors. In the regulatory space, the team has a focus on MiFID II, EuVECA and PRIIPs regulation matters but it is also adept at acting for private debt, venture capital, corporate venture capital and real estate funds alongside infrastructure and energy funds, including those based on Luxembourg fund structures. As an increasingly significant portion of the team’s workload, it also handles fund management work, which frequently includes advice to institutional investors and their asset managers on setting up platforms for the management of alternative fund investments. Other key individuals include Uwe Bärenz and Tarek Mardini, who made partner in early 2018. Caplantic and Commodus Real Estate Capital are also among the clients.
Simmons & Simmons LLP covers a wide spectrum of tax and regulatory matters for asset managers and investors, which are frequently dealt with as part of fund structuring and transactional instructions, as recently demonstrated by Harald Glander’s advice to Allianz Global Investors on its cross-border merger with Rogge Global Partners. Advising on supervisory law issues and assisting with fund investments made by institutional investors constitutes another key element of the practice. First State Investments receives ongoing regulatory advice and recently instructed Jochen Kindermann to assist with supervisory law issues concerning the registration of funds for distribution in Germany. In the investment space, Glander acted in conjunction with colleagues from the corporate practice to advise a global asset manager on an investment in Digital Investment Manager Scalable Capital. He also assisted a client with investment management agreements between a German entity and an Italian pension fund, while Benedikt Weiser advised a client on converting a large alternative investment fund portfolio from a German fund holding to a Luxembourg platform. Tax expert Heiko Stoll heads the team.
CMS has fund structuring and transactional matters and work for investors at its core, advising on various asset classes including renewable energy, real estate and private equity. In the structuring space, investment tax expert Tillman Kempf advised GEG German Estate Group on the creation of two open-end special AIFs for institutional investors, and acted for an asset holder on transferring and investing the proceeds from the sale of his own company into an open-end investment company domiciled in Luxembourg. Team head Daniel Voigt assisted Universal-Investment with the structuring and creation of two SICAV-RAIFs as parallel funds. In the investment sphere, the team assisted a German automotive supplier and its pension fund with their joint investment made from a Luxembourg fund into a fund set up for the company, while acting for IVG Immobilien on the sale of Triuva to Patrizia Immobilien, which included various investment law matters, constitutes a transactional highlight. In regulatory work, an electronics group received advice on matters arising from restructuring parts of its German and foreign pension assets. Financial supervision expert Andrea München made associated partner in early 2018; she is qualified in Germany and Luxembourg and is the key contact for Luxembourg law issues.
GSK Stockmann frequently handles fund structuring work for investors and asset management clients and has particular expertise in real estate funds but the team is also well versed in private equity and securities funds. Capital management companies also instruct the team to assist with the implementation of the investment tax reform, the amended anti-money laundering regulation and MiFID II. With Robert Kramer in the lead, the practice advised LaSalle Investment Management on investment and tax law matters pertaining to the structuring of a close-end special AIF for the acquisition of real estate in Bonn, and assisted DF Deutsche Finance Investment with investment, insurance supervisory law and tax law issues arising from the acquisition of real estate-based equity investments. Allianz Global Investors and Allianz Capital Partners are also clients. Harald Feiler was appointed counsel in early 2018.
K&L Gates LLP
K&L Gates LLP has ‘a strong understanding of economic relationships’ and ‘the ability to take a broader view’, which leads to regular instructions from fund initiators and fund managers on the preparation of product documentations and transactions including tax law matters. The team has particular expertise in asset classes private equity, infrastructure, debt instruments and hedge funds alongside real estate, renewable energy and other alternative assets, and is well versed in advising institutional investors on fund investments and on restructuring portfolio investments; high-net-worth individuals and their family offices also instruct the team with portfolio and investment structuring matters. Munich-based Hilger von Livonius ‘creates solutions and not problems’ and, according to clients, ‘is one of the best contacts for investment law and investment tax in Germany’; he advised Art-Invest Real Estate on the acquisition of the SZ Tower property via a newly founded investment limited partnership. Berlin-based Till Fock assisted a client with matters concerning the management of cryptocurrency. Other key individuals include Christian Büche, Martin Berg and Philipp Riedl, who was promoted to the partnership in March 2018.
‘Providing a very good service’, Debevoise & Plimpton LLP’s strength lies in advising German and EU-wide investors on German and Luxembourg fund structuring matters and European fund supervisory law issues including AIFMD, MiFID II and Solvency II. Team head Patricia Volhard, who divides her time between Frankfurt and London, advised Adams Street Partners on the establishment of a German branch including BaFin approval procedures for the provision of financial services, while Bain Capital received assistance with European supervisory law and other fund-related matters. In similar work, I Squared Capital instructed the practice to advise on the creation of an infrastructure fund including various EU-wide supervisory law issues, Lexington Partners received assistance with the creation of a Luxembourg parallel fund, and Park Square Capital with the set-up of a managed account in Luxembourg. Deutsche Beteiligungs AG is another client.
Working in close conjunction with its capital markets group and with particular expertise in real estate funds, the team at Heuking Kühn Lüer Wojtek frequently advises on the structuring of funds, including alternative special investment funds, alongside transactional and regulatory matters. Based on this co-operation, the practice assisted BoxDirect with various regulatory matters and with exchanging container direct investments for listed stocks, while team head Michael Dröge advised WealthCap on the structuring of the close-end domestic mutual fund AIF Wealth Cap Immobilienfonds Deutschland 40, including prospectus preparation. Christoph Gringel is also recommended.
White & Case LLP has a focus on investment law matters pertaining to M&A and outsourcing transactions, most notably in the private equity and real estate sectors, but clients, many of which approach the team via the firm’s global network, also receive regulatory advice on the admissibility of various fund products for sale in Germany alongside admissibility checks for investments made by foreign investment companies. The team advised several investment companies on the sale of foreign funds including various tax law issues, and assisted an international investor with regulatory matters pertaining to the intended creation of an investment pooling vehicle for certain crypto assets. A consortium of international investors instructed the team to advise on the creation of an investment vehicle for the acquisition of a German financial institute alongside navigating investment permit requirements. Former team head Andreas Wieland moved to KPMG Law Germany in October 2018.