Advisory

Legal and operational support across the value chain

We offer full scope legal and operational support to closed-ended fund managers, asset managers, portfolio companies and fund services providers. We can provide support on a full time, part-time or temporary basis, or through the provision of specific, matter-by-matter, advisory assistance.

Our advice is practical, commercially sensitive and solutions driven, delivered by legal professionals with years of in-house experience.

Advisory support is provided under five service lines.

We assist managers with all aspects of their advisory business establishment and operations.

Services typically include:

Full or part-time GC cover on a short or long term basis
Advisory entity establishment, including drafting relevant policies and procedures
Drafting minutes and resolutions
Constitutional documents and shareholder agreements
Regulatory advice and applications
Risk and compliance support
Creation and review of operational processes and controls
Governance advice
Commercial contract drafting, negotiation and review
NDAs, commitment letters and exclusivity agreements
LPA and side letter review and amendment
Employment support
Data protection and IP/IT matters
Transaction support (acquisitions, financings, reorganisations and disposals)
Project implementation management
Tender process management and commercial relationship reviews

We provide managers with support throughout the capital raising process, from initial investor outreach to marketing and fund close.

Services typically include:

A regulatory hosting solution, allowing clients to utilise our FCA permissions to engage with investors during the initial phase of a capital raise*
Cross-border fund distribution strategy and advice
Placement agent connections and referrals
Fund structuring advice and support
Reviewing and amending marketing materials, PPMs and subscription documents
Fund constitutional document review and advice (e.g. LPAs and shareholder agreements)
Side letter negotiation and process management
NDAs, commitment letters and exclusivity agreements

* Corvus is currently awaiting approval by the FCA

We advise on all aspects of the FCA authorisation process and ongoing regulatory compliance and reporting.

Services typically include:

Regulatory perimeter analysis to determine which FCA permissions are required (e.g. basic Part IV permissions / AIFMD / MiFID)
Preparation of a regulatory business plan and supporting documents
Preparation of all FCA application forms and supporting documents
Drafting compliance manuals and compliance monitoring frameworks
Advising on regulatory capital requirements
Liaising other third party service providers (e.g. accountants) and stakeholders in connection with the application
Liaising with the FCA and co-ordinating responses to any follow up queries received
Ongoing regulatory reporting and compliance monitoring following authorisation

We advise in connection with loans to advisory businesses, fund capital call facilities, leveraged acquisitions and real estate financings.

Services typically include:

Advising on loans to fund advisory business operations
Advising on fund capital call facilities
Advising in connection with leveraged acquisition and real estate finance transaction documents
Drafting and review of loan and intercreditor agreements
Drafting and review of shareholder loan arrangements
Drafting and review of security documents
Preparation of ancillary documents in connection with financing transactions (e.g. minutes, resolutions, notices and other documentary conditions precedent)
Project management, including liaison with other third party advisors (e.g. UK and overseas counsel, accountants and tax advisors) and co-ordinating the satisfaction of conditions precedent

We help managers to navigate compliance and reporting obligations under the Sustainable Finance Disclosure Regulations and the UK’s Sustainability Disclosure Requirements.

Services typically include:

Advising on the application of SFDR and SDR and the implications of compliance
Assisting with ESG-driven disclosures in PPMs and marketing materials
Assisting clients with the collection, collation and reporting of ESG data through our ESG reporting software solution

Contact the team to discuss your advisory requirements today

Earlybird instructed Corvus to advise in connection with the establishment of its UK office, obtaining regulatory authorisation for the UK office from the FCA and the UK office’s sub-lease. Corvus also provide ongoing compliance advice. Corvus take a proactive, technical yet pragmatic approach to their advice and have worked closely and efficiently with Earlybird team members, our other advisers and our counterparties to deliver results.

Vincenzo Narciso

Partner Earlybird

“We’ve worked with Corvus on a range of matters including business as usual legal/operational support and transactional work. As a closed-ended funds specialist, Corvus understood our business from the start and were able to provide tailored, solution focused, risk adjusted advice. When picking external counsel to assist with a recent transaction, we had no hesitation in choosing Corvus.”

Rob Shaw

CFO Apera Asset Management

“Corvus worked closely with Federated Hermes Private Markets (formerly Hermes GPE) between February 2020 and August 2021. Corvus hit the ground running and quickly developed a deep understanding of our culture, commercial drivers and risk appetite, blending seamlessly with our investment, finance and tax functions. Corvus really felt like an in-house team and their practical, solutions-focussed advice was highly valued by the business.”

Karen Sands

COO Federated Hermes Private Markets

“Corvus have provided advice to us in connection with our cross-border client distribution exercises for a number of years. While this is a complex area with some significant grey space, Corvus aren’t afraid to take a view on difficult issues and suggest practical, operational outputs.”

Warren Hibbert

Managing Partner Asante Capital Group