Macfarlanes

Experts

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Contributions by Macfarlanes

8

AIFMD disclosure, reporting and anti-asset stripping requirements
Practice notes

Chapter IV of the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFMD), as implemented by The Alternative Investment Fund Managers Regulations 2013, SI 2013/1773 (AIFMD UK Regulations) and the Financial Conduct Authority (FCA) Handbook, Investment Funds sourcebook, chapter 3 (FUND 3) and supplemented by Chapter V of Commission Delegated Regulation (EU) No 231/2013 (AIFMD Level 2 Regulation) impose extensive disclosure and reporting obligations on AIFMs. This Practice Note explores these obligations, including AIFMs’ investor disclosure requirements prior to their investment in the AIF and on an ongoing basis, the preparation of AIF annual reports, and reporting and disclosure obligations to regulators. It also covers additional disclosure requirements for AIFMs managing AIFs that are using substantial leverage and for AIFMs managing private equity funds (AIFs that acquire control of non-listed companies), as well as the AIFMD rules preventing asset stripping.

AIFMD—organisational and valuation requirements
Practice notes

This Practice Note provides an overview of the organisational and valuation requirements under the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD) together with the provisions of the Alternative Investment Fund Managers Regulations 2013 (EU 231/1023). It explains key provisions in relation to systems and controls, asset valuation, rules and procedures on net asset value (NAV) calculations as well as provisions relating to delegation, such as prior notification requirements and parameters around sub-delegation.

Authorised unit trust—operational requirements under COLL
Practice notes

This Practice Note explores the specific requirements of the FCA Handbook relating to the operation of authorised unit trusts (a type of collective investment). These set out a prescriptive regime which the manager and the trustee of the authorised unit trust must follow when operating a unit trust under COLL 5, 6 and 7. These rules do not cover the marketing of unit trusts. As the FCA Handbook requirements are detailed and specific, this note is useful to read followed by detailed consideration of the FCA Handbook

Calculating turnover under the EU Merger Regulation
Practice notes

The first step of any EU merger control analysis is to assess whether or not a transaction falls within the jurisdiction of the EU Merger Regulation, which only applies to concentrations with an 'EU dimension’. To assess whether there is an EU dimension, it is necessary to consider the turnover (or revenue) of the parties to a transaction, and there are specific rules relevant to the calculation of turnover. This Practice Note looks at how turnover is calculated, with reference to the EU Merger Regulation (Regulation 139/2004, the EUMR) and the European Commission’s Consolidated Jurisdictional Notice.

Key provisions of AIFMD—depositories
Practice notes

This Practice Note considers the role of depositaries under the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD) and UK implementing measures. It examines the requirement for a depositary under the AIFMD, entities that can act as a depositary in the UK, the functions of depositaries, delegation, liability, the depositary agreement and the EU legislative background to AIFMD depositaries.

Key provisions of UCITS—depositaries
Practice notes

This Practice Note considers the role of depositories of UCITS funds (ie open-ended collective investment schemes which are undertakings for collective investment in transferable securities) and the provisions of Directive 2009/65/EC (the UCITS Directive) as amended by Directive 2014/91/EU (UCITS V) and UK implementing measures (such as those in the Financial Conduct Authority (FCA) Handbook). It examines the obligations and requirements of a depositary, who can act as a depositary, liability, and delegation restrictions.

OEIC and ICVC authorisation and winding-up
Practice notes

This ~Practice Note introduce the key concepts for open ended investment companies (OEIC), also known as investment companies with variable capital. The note also outlines the requirements of the Open Ended Investment Companies Regulations and Financial Services and Markets Act 2000, the requirements for obtaining FCA authorisation or the winding-up of an OEIC..

Recognised collective investment schemes
Practice notes

In this note, Macfarlanes LLP introduce key concepts relating to recognition of overseas collective investment schemes in the UK. This considers the requirements in the FSMA 2000 and the FCA Handbook requirements as well as UCITS schemes and requirements for non UK schemes

Contributions by Macfarlanes Experts

12

Buyouts—deductibility of deal costs and VAT recovery for the acquisition group
Practice notes

This Practice Note examines when acquisition group costs in a private equity backed buyout can be relieved against UK corporation tax. Deal costs are likely to be relieved under the loan relationship rules (where they relate to acquisition group debt) or as expenses of management (where they do not). It also examines the extent to which VAT incurred by the acquisition group may be recoverable.

Defined benefit (DB) consolidation—what are DB superfunds?
Practice notes

This Practice Note provides an overview of defined benefit (DB) consolidation, including information on the definition of DB superfunds (also known as ‘DB consolidators’), consolidation models and proposals for their legal regulation.

Draft ESG measures to amend AIFMD/UCITS/MiFID—one minute guide
Practice notes

This one minute guide, written in partnership with Lora Froud, partner, Andrew Henderson, partner, Louise Bralsford, solicitor, and Tiffany Cox, solicitor at Macfarlanes discusses the draft environmental social governance (ESG) measures to amend the Alternative Investment Fund Managers Directive (AIFMD), the Undertakings for Collective Investments in Transferable Securities (UCITS) Directive and the recast Markets in Financial Instruments Directive (MiFID II), including impact on the industry, Brexit implications, new concepts and next steps.

Qualified investor schemes (QIS)
Practice notes

This note explores key areas of qualified investor schemes, which complement UCITS and NURS regimes. The note comments on investment powers, possible investors, redemption considerations and promotion as well as possible tax points to consider. This note provides an introduction, which could be followed by detailed consideration of the relevant provisions of the FCA Handbook, as referenced in this note.

Salary sacrifice—basic principles
Practice notes

The purpose of this Practice Note is to summarise the key features of salary sacrifice arrangements (more recently known as optional remuneration arrangements), their key drivers, advantages, risks and considerations of their implementation, and the contexts in which they are used. This Practice Note has been produced in partnership with Lewin Higgins-Green of FTI Consulting and Philip Swinburn of MacFarlanes.

Tax implications of salary sacrifice
Practice notes

This Practice Note explains the key features of the employment income tax and National Insurance contribution (NICs) legislation that support salary sacrifice arrangements and the tax consequences of wider optional remuneration arrangements, whether on an individual basis or collective basis across a workforce, and which dictate the practical requirements for implementing a salary sacrifice scheme. This Practice Note is produced in partnership with Lewin Higgins-Green of FTI Consulting and Philip Swinburn of MacFarlanes.

The EU Disclosure Regulation—one minute guide
Practice notes

This one minute guide, written in collaboration with Lora Froud, partner, and Tiffany Cox, solicitor, at Macfarlanes, discusses the scope, impact, new concepts and next steps of the EU Disclosure Regulation.

Types of salary sacrifice
Practice notes

This Practice Note provides details of the most common types of salary sacrifice arrangements, namely pension contributions, employer supported childcare and the cycle to work scheme. Other common arrangements are also summarised. This Practice Note also introduces the wider concept of optional remuneration arrangements (OpRAs) and their implications. This Practice Note has been produced in partnership with Lewin Higgins-Green of FTI Consulting and Philip Swinburn of MacFarlanes.

Unregulated collective investment schemes—essentials
Practice notes

In the UK, an unregulated CIS (UCIS) is any collective investment scheme (CIS) that is not regulated by the Financial Conduct Authority (FCA) as either an authorised fund or a recognised scheme. Although UCIS themselves are not regulated, from a UK regulatory perspective certain UK legislation and FCA regulation, including provisions implementing EU directives, will still apply. This note details the applicable provisions.

HMRC salary sacrifice clearance letter
Precedents

A salary sacrifice involves an employee giving up a right to receive part of their cash salary in exchange for a defined non-cash benefit. Once a salary sacrifice scheme (also sometimes known as an optional remuneration arrangement) is established, clearance can be obtained from HMRC as to its impact for tax and National Insurance contributions purposes. This is an example letter to be sent to HMRC in order to obtain such clearance. This Precedent is written in partnership with Lewin Higgins-Green of FTI Consulting and Philip Swinburn of MacFarlanes.

Letter from company inviting employees to join salary sacrifice
Precedents

A salary sacrifice involves an employee giving up a right to receive part of their cash salary in exchange for a defined non-cash benefit. This is a precedent letter from the employer to the employee inviting the employee to enter into the salary sacrifice arrangements (also sometimes known as optional remuneration arrangements) and explaining the consequences of such an arrangement on the employee’s contract of employment and the next steps should the employee wish to participate. This Precedent is written in partnership with Lewin Higgins-Green of FTI Consulting and Philip Swinburn of MacFarlanes.

Other Work
Salary sacrifice—checklist

A salary sacrifice involves an employee giving up a right to receive part of their cash salary in exchange for a defined non-cash benefit. This is a checklist showing the steps which must be followed by the employer company in order to implement an effective salary sacrifice arrangement (also sometimes known as an optional remuneration arrangement). Written in partnership with Jenny Wheater of Linklaters, Lewin Higgins-Green of FTI Consulting and Philip Swinburn of Macfarlanes LLP.

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