Navigating a heavily regulated and highly scrutinised industry, staying ahead of product innovation, and adapting to an ever-changing and cyclical financial landscape.
These are just some of the myriad of challenges facing participants in the funds sector.
The Hall & Wilcox Funds group is one of the largest teams in Australia with more than 30 people nationally, including 19 partners. Our group is comprised of highly skilled lawyers who are recognised as leaders in their field and are active participants in industry associations. We act for trustees, responsible entities and investment managers, including some leading Australian and international fund managers.
We have expertise across all relevant areas, including financial services regulation, banking and finance, property, corporate commercial, privacy, anti-money laundering / counter-terrorism finance, dispute resolution and tax. Our multi-disciplinary expertise offers an integrated view of the broader marketplace, its challenges, risks and opportunities, and the implications for business results.
Our pragmatic advice spans all stages of a fund’s life cycle – for both retail and wholesale funds – including property, securities, hedge funds, debt, listed funds, venture capital and private equity, investment fund M&A and financial services regulation. We also have experience in establishing less common wholesale managed investment vehicles, such as platforms (IDPS), hedge funds with overseas feeder fund structures and capital guaranteed products.
Hall & Wilcox is leading the market in the emerging Fintech sector. We have strong experience advising on, and establishing, cryptocurrency funds, cryptocurrency exchanges, ICOs and STOs.
Our clients include APN Property Group, Arena Investment Management, Australian Unity, Bennelong Funds Management, Charter Hall, ChinaAMC, Cooper Investors, CVS Lane, DomaCom, EG Funds, Ellerston Capital, Equity Trustees, Franklin Templeton, Golden Age, Hengyi, Impact Funds Management, Ironbark Asset Management, KM Property Funds, L1 Capital, Moelis, Newmark Capital, NorthWest Healthcare Properties, Perpetual Trustees, Qualitas, Resimax, Sandhurst Trustees, Savills, Powerwrap, Valara Funds Management, Viapac and Vanguard.
To stay close to the industry and its issues, we actively participate in the Financial Services Council, Fintech Australia, Property Funds Australia, Property Council of Australia, Australian Digital Commerce Association and the Law Council.
- Assisting Ellerston Capital with designing and establishing a suite of investment products structured to be complying investments for the purposes of the Significant Investor Visa (SIV) regime.
- Acting for L1 Capital in establishing the joint venture investment manager, L1 Capital International Pty Limited, for the L1 Capital International Fund.
- Acting for fractional interest investment platform DomaCom in all legal work involved in establishing the platform, including obtaining regulatory relief and subsequently expanding the capability of the platform for investment from property to corporate bonds, securities and other asset classes.
- Acting for Bennelong Funds Management in entering into joint venture arrangements with investment managers of its funds.
- Acting for Bennelong Funds management in all of its financial service regulatory compliance matters.
- Acting for Bennelong Funds Management in the acquisition and establishment of three investment managers for three new funds – Quay Global Real Estate Fund, Touchstone Index Unaware Fund and 4 Dimensions Global Infrastructure Fund.
- Acting for Ironbark in reviewing all disclosure documents.
- Acting for Cooper Investors and L1 Capital in the conversion of their wholesale funds to retail funds.
We have handled the majority of substantial transactions entered into by APN and its funds during its history. Example transactions include:
- Acting for APN Property Group Limited in all aspects of establishing and fundraising for the APN Nowra Property Fund, a single asset, closed-ended unlisted wholesale property fund.
- Advising APN Funds Management Limited, as responsible entity for the APN Regional Property Fund, on the recapitalisation of APR, a registered managed investment scheme listed on the NSX.
- Advising on the listing of Industrial REIT, the $240 million IPO and ASX listing of the National Storage Trust, the IPO and ASX listing of APN/UKA European Retail Trust, restructuring of the APN Property for Income Fund and APN Property Income Fund No. 2.
- Assisting with establishing numerous wholesale, retail, direct and property securities funds.
- Assisting with numerous acquisition and divestment transactions.
- Assisting with compliance and regulatory projects, including regarding AFSL and AML/CTF compliance.
- Assisting with the restructure of an existing $100 million managed investment scheme for the purpose of both complying with the Corporations Act, and enabling improved commercial operations.
- Advising Arena REIT on its recent acquisition of three specialist disability housing properties in Adelaide for $23.95m.
- Establishing numerous mezzanine financing funds for Chinese property developers to raise funding for their large projects.
- Acting for Australian Unity’s Retirement Living Management business in the acquisition of the Homecare Plus business.
- Acting in structuring a complex investment offering to high-net-worth investors from Australia and South Africa for investment in a range of underlying Australian investments.
- Advising Newmark Capital on establishing its property funds and associated fund raisings, including the acquisition of two iconic properties in South Yarra in Melbourne – the Jam Factory and the Como Centre. As part of the transactions, we acted on the conversion of the Como Centre property fund from a wholesale unregistered vehicle to a registered retail fund.
- Acting for Placer Property in establishing a wholesale closed-ended fund acquiring commercial properties in Adelaide and Hobart.
- Acting for CVS Lane, a specialist property finance and investment business, in establishing a double-trust structure that holds, and may develop, the Wilsonton Shopping Centre in Toowoomba.
- Assisting Generation Healthcare REIT in negotiations with the Epworth Foundation for the proposed refurbishment of the Epworth Freemasons Hospital in East Melbourne. This involved the development, by Generation Healthcare, of a new facility on the land to be incorporated into the main hospital and leased to the Epworth Foundation for a 20 year term plus options.
- Acting for Moelis Australia (ASX: MOE) in the acquisition of Armada Funds Management.
- Acting in the merger of the family offices of Mutual Trust and the Myer Family.
- Advising Alleron Investment Management and Perpetual to convert an existing wholesale private hedge fund into a publicly-offered hedge fund that is open to retail clients and is a registered managed investment scheme.
- Acting for Pengana in setting up a fund of hedge funds (ORAH Fund) for which all management fees were waived and/or paid to a NSW charity (a concept similar to the Third Link Fund and Future Generation Fund).
- Acting for L1 Capital in establishing its L1 Capital Long Short Fund.
- Acting for Bennelong Funds Management in establishing a number of its hedge funds.
- Assisting Awlencan (Zebpay) in establishing the Australian version of its global cryptocurrency exchanges, including providing tax and regulatory advice, and reviewing and amending terms and conditions and privacy and cookie policies.
- Assisting DomaCom in developing an equity release product that allows retirees to sell a fraction of their property to investors in the DomaCom Fund. This involved working with ASIC to obtain regulatory relief. It is the only equity release product in Australia that is a financial product.
- Assisting Anti Hero Capital, one of the first funds in Australian to focus solely on Blockchain technologies, cryptocurrencies and digital assets, in establishing the Anti Hero Cryptocurrency Fund.
- Assisting Lex Exchange, crypto currency exchange, in undertaking a token sale for tokens to be used on its exchange (including review and amendment of the whitepaper, drafting the token sale agreement and providing regulatory and tax advice).
Private Equity and Venture Capital
- Assisting Viapac Group with establishing and registering, with Innovation and Science Australia, an Early Stage Venture Capital Limited Partnership (ESVCLP). This involved drafting complex, bespoke partnership deeds for the ESVCLP and for the general partner of the ESVCLP, which was structured as a venture capital management partnership.
- Acting for Viapac Group in acquiring and taking over the management rights of a registered venture capital limited partnership.
- Acting for BMY Group in establishing a number of private equity and venture capital funds.
- Acting for Pengana in setting up a private equity fund specifically for investment in a startup.
Funds| 10 May 2022
In this edition, we consider a case handed down about breaches of AFSL obligations due to poor cybersecurity practices, and APRA’s expectations in relation to crypto-assets, proposed amendments to the ASX Listing Rules, and much more.
Funds| 22 Apr 2022
Getting ready for the CCIV regime: ASIC offers unilateral AFSL variations to licensees to facilitate the transition
In the most recent development of the new CCIV regime, ASIC has begun sending out letters to existing AFS licensees offering an ‘opt in’ licence variation.
Funds| 08 Apr 2022
In this edition, we consider the new CCIV regulations, the Senate’s disallowance of proxy advice regulations, consultations on changes to the takeovers laws, and much more.
Funds| 23 Mar 2022
In this edition, we consider ASIC’s and APRA’s approach to implementation of the retirement income covenant, new ASIC market integrity rules and instruments, proposed amendments to the AML/CTF rules to support ‘Phase 1.5’ reforms, and much more.