CitySolicitor
test relating to raising capital from a number of investors. In particular, the Committee suggested that more than one external (as opposed to internal) investor would be required. In addition, the Committee reiterated its opinion that ESMA’s guidance is incorrect to require the constitutional documents of an AIF to prohibit more than one investor in order for there in fact to be no more than one investor for the purposes of the AIFMD.
The Committee strongly disagreed with the FSA draft guidance interpretation, that the interpretation of the phrase “collective investment undertaking” in the MiFID exemption for operators of collective investment undertakings should be understood as referring to alternative investment funds and UCITS but no wider, noting that the alternative investment fund is only a particular kind of collective investment scheme. The Committee emphasised that the FSA’s proposed approach would mean that firms which were currently authorised in the UK to operate collective investment schemes and which were outside the scope of the AIFMD would require authorisation to carry on the MiFID activity of managing investments, which – the Committee suggested – could not be the intended result.
Margaret Chamberlain, Chairman, Travers Smith LLP
Financial Law Committee
The Committee continues to be busy in responding to a number of Government initiatives, including changes to insolvency law at domestic and European level, both generally and for Banks. Work on proposals to clarify the law relating to charges, led by Richard Calnan of Norton Rose Fulbright LLP, and on legal opinions, led by Geoffrey Yeowart of Hogan Lovells LLP, continues.
I want, however, to devote most of this piece to saying a big thank you to Geoffrey Yeowart, who has stood down as Deputy Chairman and as a member of the Committee after a period of some 15 years as Deputy Chairman and considerably longer as a member. He has retired as a partner at his firm, but remains a consultant and will continue to chair our working party on legal opinions.
Geoffrey has contributed enormously to the work of the Committee and of the CLLS throughout this period and deserves all our thanks for his contribution to the law and to the City. Highlights of his work for the Committee include:
• Drafting and persuading the EU Commission to adopt a regulation dealing with continuity of contract for the whole EU when the creation of the euro led to the abolition of many national currencies and of the ECU;
• Working through the drafting of exceptions from the prohibition of administrative receivers (introduced by amendments to the Insolvency Act
1986 in the Enterprise Act 2002) so as to safeguard the ease of resolution of securitisation arrangements, a key part of the financing of UK businesses, including meetings with Government lawyers and policy makers and Parliamentary Counsel.
• Chairing the working party and writing up the authoritative Guide to the questions to be addressed when providing opinion letters on English law in financial transactions, available on the CLLS website.
These are but a few of Geoffrey’s many contributions. In everything he has done he has demonstrated unfailingly his legal ability, great knowledge of financial markets, excellent drafting and assiduous working habits. I have known him for well over 30 years, having first met him as a young lawyer at Herbert Smith working for a leading firm of stock-brokers on the disposal of a market information service, which, in those pre-”big Bang” days, the Stock Exchange had ruled was an unsuitable business activity for a stock broker!! He then demonstrated all the qualities he has developed and practised throughout his professional life. It has been a great privilege to work with him so closely again on the Committee for a considerable part of both our professional careers. He has given me enormous support throughout my Chairmanship and I thank him from the bottom of my heart.
I am delighted also that Geoffrey will be continuing to contribute to financial law through his membership of the Financial Markets Law Committee sponsored by the Bank of England and other leading City institutions. I am sure everyone associated with the CLLS will join with me in wishing Geoffrey and his wife a very happy retirement and much enjoyment of family life and of greater opportunities to travel together.
Note: This piece is based on remarks made at a dinner held by the Financial Law Committee and the CLLS at Cutler’s Hall on 20th June in Geoffrey’s honour.
Dorothy Livingston, Chairman, Herbert Smith Freehills LLP
6 • City Solicitor • Issue 82
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