What UK And US Fund Managers Need To Know About Accessing EU Post-Brexit

Non-European managers looking to sell into Europe must look to the Alternative Investment Managers Directive ('AIFMD') and what it says about non-EU managers and non-EU alternative investment funds (hedge, PE, VC, etc.). The current position is that, while AIFMD allows EU managers and EU funds a 'passport' to market across the EU without barriers, non-European managers are subject to the so-called 'national private placement regime' ('NPPR') of each individual EU member state. Of course, passive, or reverse solicitation sales are, when the circumstances merit it, entirely carved out of AIFMD.

For US managers promoting their funds into the UK, the NPPR is a benign set of requirements that involve registering the fund with the UK regulator (the FCA) and ensuring that its offering documents comply with certain AIFMD transparency requirements (which are typically found in most offering memoranda as standard disclosures). Other EU member states, such as France, take a