Introduction
In this chapter we have tried to set out some of the key issues
that a lender and its counsel need to consider when entering into a
typical subscription (or capital call) finance
transaction.
We have looked at these issues from the perspective of a lender
and as its offshore legal counsel. In other words, we have assumed
that the fund has been formed in an offshore jurisdiction, such as
the Cayman Islands, Luxembourg, Jersey, Guernsey or the British
Virgin Islands, and have set out some of the issues that will be
relevant for a lender in order to establish that:
- the fund has the capacity to enter
into the transaction and perform its obligations thereunder;
- the fund has performed the steps
necessary to enable it to enter into the transaction and to ensure
the transaction and the relevant finance documents are binding on
it;
