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Our expertise in the formation of investment funds sets us apart from many generalist corporate practices and is a key aspect of our commercial focus.

The majority of venture capital funds that we work with are based around the traditional limited partnership model, which remains the structure of choice for most UK collective investment schemes which are designed to deploy institutional venture funding over a relatively long term period.  This has seen the limited partnership structure be adopted by the government-backed Enterprise Capital Funds (“ECF") which have become a specialisation of the MBM funds team.

In addition to the conventional limited partnership model, we continue to explore innovative funding structures involving limited liability partnerships, hybrid angel funds and pledge funds.

Our Work

While the workings of limited partnership funds may not be as widely known as early stage equity investments, our understanding of the needs of investors and fund management teams, and the evolution of the funds market, allows us to demystify this specialist area.

The incentives that have been given to new fund management teams by the government-backed ECFs has allowed a diverse and entrepreneurial generation of fund managers to step forward, and we have had the privilege to work with a large number of ECFs since they were first launched.

We work closely with fund administrators, tax advisers, management teams and regulatory advisers to ensure that all necessary specialist advice is obtained and applied in a seamless manner.

From a legal perspective we advise on:

  • all aspects of the structuring of the fund group
  • the incorporation of investment vehicles
  • the internal arrangements within fund management companies and carried interest partners
  • advising on the content of information memoranda
  • advising on the application of the financial promotion regime and the need for a formal prospectus to be prepared
  • undertaking targeted verification exercises
  • drafting and negotiating limited partnership agreements
  • taking a lead role in project management
  • dealing with all aspects of the closing process, whether with UK investors or investors based abroad.

Inbound Investment

MBM Commercial is well placed to advise on all aspects of inbound investment to the UK including in particular from the US, from technology start-ups to larger international transactions. Our understanding of both the UK and US legal and business environments provides support to clients as they enter the UK market.

On inbound to the UK matters we advise on areas such as:

  • New office set up in the UK
  • Business structures in the US
  • Acquisitions of UK businesses
  • UK employment law advice and compliance
  • Intellectual property protection
  • Real estate transactions

Recent Deals

Our experience is clear from the deals which the corporate team have been involved in. 

View our i-Deals section.

Contact our Investment Solicitors in Edinburgh & London

If you are looking to set up a fund, our funds team would be delighted to discuss all aspects of it with you. Please get in touch on 0131 226 8200.

Contact us today