fundtalk_newsletter_june_2006

fundtalk_newsletter_june_2006 - FundTalk June 2006 FundTalk...

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FundTalk Updates and Issues Relating to Funds and Fund Management Contents Top Things not to Include in Your PPM 1 Securitizations of Private Equity Fund Interests 3 SEC’s Disclosure Requirements for Filings under the SEC Act of 1934 and in Registration Statements under the SEC Act of 1933 5 European Private Equity Fund Raising - US Investor Specific Issues 6 New Laws on Fundraising Frontline 9 Proposal on new Tax regime for Dutch “Exempt Investment Institutions” and “Fiscal Investment Institutions 11 Real Estate Funds Impacted by General Regulatory Changes in Belgium 12 Overview of the Licensing and On-going Compliance issues that apply to Fund Managers in Hong Kong 13 Italian Real Estate Speculative Funds 14 Recent Developments in the Russian Market for Real Estate Funds 15 Fund Distributors Concerns on Transparency of Fee Rebates 16 Eligible Assets for Investment of UCITS 18 Top Things not to Include in Your PPM By Clifford Chance - London Office It is widely acknowledged that over the last few years private equity fund raising has become increasingly institutionalised and process driven. One consequence of this is that investors have increased expectations in respect of the content and quality of PPMs. A well prepared PPM that addresses the expectations of investors is a very successful means of building the momentum vital to any successful fund raising. We all know that the PPM is one of the primary marketing documents in a fund raising. But what must not be forgotten is that the PPM is also a legal document that forms part of the investment contract between the General Partner and its investors. This tension presents a challenge for the General Partner when preparing the PPM. On one hand the FundTalk is published for friends of Clifford Chance. It is not intended to be comprehensive or to provide legal advice. To email a Clifford Chance representative please enter: [email protected] © Clifford Chance US LLP, June 2006 www.cliffordchance.com
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© Clifford Chance US LLP, June 2006 PPM is a key instrument used in building the momentum of a fund raising and wetting the appetite of investors for more information, more dialogue and more due diligence. On the other hand - as a legal document - the PPM needs to be complete, balanced and accurate. So the PPM is a legal document. What does this mean? It means that if the PPM is found to be deficient it could have potential adverse consequences for the General Partner. In addition to reputational and commercial damage, a deficient PPM (i.e., one that is incomplete, inaccurate and/or misleading) could give rise to litigation for a claim for breach of fiduciary duty, breach of contract or negligence. There are two important points to note here. Firstly, a PPM can fail on what information it does not contain just as much as what it does contain. Secondly, the examination of whether a PPM is deficient will be made retrospectively with full benefit of hindsight and usually in the presence of disgruntled investors who have lost
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This note was uploaded on 06/22/2008 for the course RE 201 taught by Professor Ac during the Fall '07 term at HKU.

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fundtalk_newsletter_june_2006 - FundTalk June 2006 FundTalk...

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