Asset Management

We have a leading specialist investment funds and asset management (IFAM) practice, which forms part of our Financial Institutions Group. We provide market leading advice on bespoke, high value and complex projects of strategic importance for our clients in the sector. We advise integrated financial institutions, traditional and alternative asset managers, banks, insurers, investment funds and providers of related services.

We also draw on the expertise from the wider Financial Institutions Group, including from our banking and finance and insurance teams, to provide a comprehensive service across all areas of the industry.

Our lawyers have considerable specialist knowledge and experience in the sector, while also drawing on a broad skills base to provide innovative solutions to our clients. We advise on a whole range of IFAM matters, including:

High value or strategic public and private M&A

We advise on high value or strategic public and private M&A involving asset management businesses and investment fund assets. We act for a whole range of clients in the sector, including the asset management arms of multinational financial groups, large listed asset managers, investment trusts and boutique investment firms. Recent experience includes advising:

  • Standard Life on its recommended all share merger with Aberdeen Asset Management
  • SVG Capital on its defence against a hostile bid from HarbourVest Investments and subsequent sale of its investment portfolio for approximately £807 million
  • Sumitomo Mitsui Financial Group on its acquisition of TT International, a UK based independent asset manager with approximately $8.4 billion of assets under management
  • Athora Holding on its proposed acquisition of VIVAT NV’s life and asset management business, including the asset manager ACTIAM, from Anbang Group
  • Prudential and Eastspring Investments, Prudential’s Asian asset management business, in relation to Eastspring Investments’ proposed acquisition of a controlling stake in Thanachart Fund Management from Thanachart Bank
Formation of asset management businesses and complex investment funds

We advise on the formation, funding and restructuring of asset management businesses and investment funds involving high value investments and complex or innovative structures. We recently advised:

  • Arrow Global on the establishment of a pan-European investment fund focusing on investments into European credit including non-performing loans

  • HM Treasury on the establishment, and investment in, the £400 million Zouk Charging Infrastructure Fund LP, to facilitate investments in charging infrastructure for electric vehicles
  • Aberdeen Asset Management on its issuance of a new class of non-voting performance shares to Mitsubishi UFJ Trust and Banking Corporation for an aggregate subscription amount of £100 million
  • Honeycomb Investment Trust on its £100 million IPO on the Specialist Fund Market and subsequent placings
  • a Nordic pension fund on its investments in various Asian-focused private equity funds

  • a private equity fund manager on the establishment of a new investment fund investing in a broad portfolio of fund investments, co-investments, debt investments and portfolio company investments
Commercial arrangements

We are routinely involved in the negotiation of investment management/advisory agreements, custody and administration agreements, whether as part of a larger transaction or on a stand-alone basis. Recent experience include advising:

  • Legal & General Investment Management on the renegotiation of investment management agreements relating to £30 billion worth of assets under management in the context of the sale of its Mature Savings business to the ReAssure division of Swiss Re
  • Standard Life Aberdeen on the negotiation of long-term investment management agreements relating to £158 billion of assets under management as part of the sale of its insurance business to Phoenix Group Holdings and subsequent partnership with Phoenix
  • a listed asset manager on a review of underlying fund documentation and investment management arrangements relating to its infrastructure and real estate funds
  • a listed private equity/asset manager on the re-negotiation of its investment management agreement with a related infrastructure fund
Strategic level advice

We provide strategic advice both to boards of investment funds and asset managers (both listed and unlisted), including on governance and sensitive conflicts issues. Our deep experience as principal corporate adviser to the highest number of FTSE250 clients puts us in a unique position to advise listed asset managers and listed funds.

Our recent experience include advising:

  • a large UK-based independent asset manager on the review of its internal governance arrangements and ownership structure
  • a listed global asset manager on its governance arrangements with certain founder shareholders and various other corporate governance related matters
  • a listed investment company on proposals relating to a change in its investment policy, its relationship and investment management arrangements with a third-party investment manager, and subsequent return to self-management
  • a founder shareholder of an investment management firm on the restructuring of his interests in the firm, including as to financial and voting matters, in the funds managed by the firm
Specialist contentious and non-contentious regulatory advice

We advise asset managers on a broad range of regulatory matters, in both domestic and cross-border contexts, including on the implementation and impact of various UK and EU regulatory regimes affecting the sector (MiFID II, AIFMD, PRIIPS), regulatory capital arrangements, the structuring and distribution of new products, UK and EU marketing regimes, market conduct issues, and advice on international money laundering and sanctions regimes.

We have recently been involved in advising a number of global and UK headquartered asset managers on their Brexit planning work.

Regulatory investigations and disputes

We work closely with the firm's disputes and investigations team on the full range of disputes in the asset management industry, as well as statutory and regulatory investigations, including those by the Financial Conduct Authority. Much of our work in this area is by nature confidential but disclosable highlights include advising:

  • Standard Life Aberdeen on a contractual dispute arising from Lloyds Banking Group’s (LBG) attempt to terminate a series of investment management agreements in respect of approximately £100 billion of assets managed by the SLA group for LBG and the agreement of a final settlement of the dispute.
  • a global investment manager on issues arising out of complex contractual arrangements relating to its investment fund management business in Asia and on parallel regulatory investigations in the US and the UK.
  • the CEO of a large international asset manager on certain whistleblowing allegations relating to risk management failings with respect to a number of its funds

Key experience

Prudential

We advised Prudential on the proposed demerger of its UK and European business (M&G Prudential), resulting in two separately listed companies. M&G Prudential will be an independent UK & Europe savings and investment provider; and Prudential, and its Asian asset management business, Eastspring Investments, on Eastspring Investments’ proposed acquisition of a controlling stake in Thanachart Fund Management from Thanachart Bank.

Standard Life Aberdeen

We advised Standard Life on the recommended all-share merger of Standard Life and Aberdeen Asset Management, to create UK’s largest listed active asset manager and one of the largest in Europe.

Legal & General Investment Management

We advised Legal & General Investment Management on the reconfiguration of investment funds with more than £30 billion of assets under management and associated renegotiation of investment management agreements in the context of the sale of its Mature Savings business to the ReAssure division of Swiss Re.

Arrow Global

We advised Arrow Global on the establishment of a pan-European investment fund focusing on investments into European credit, including non-performing loans.

Her Majesty’s Government

We advised Her Majesty’s Government (including HM Treasury and the Cabinet Office) on the establishment of, and investment in, various investment funds to facilitate the funding of infrastructure projects, including the establishment of the £400 million Digital Infrastructure Fund and the £400 million Charging Infrastructure Investment Fund for electric vehicles.

Honeycomb Investment Trust

We advised Honeycomb Investment Trust on its £100 million IPO on the Specialist Fund Market and its subsequent placing to raise further proceeds of £105 million and the implementation of a placing programme.

key Contacts