SERVICES
With an expertise based on years of experience in Switzerland and Luxembourg, The Governance Law Firm offers a tailormade support in various fields of governance. The services offered by the firm are articulated around four axes:
FINANCIAL STRUCTURING
The Governance Law Firm offers its clients governance support in fund creation and structuring. Its expertise draws on detailed knowledge of the laws and regulations in Switzerland, Luxembourg and the Dubai International Financial Centre (DIFC). The firm offers the following services:
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Legal and regulatory advice on the optimal financing technique (investment fund, securitisation vehicle, private wealth management company)
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Choice of the legal form (company, partnership, contractual arrangement)
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Set-up of the appropriate fund structure, such as L-QIF, LPCI (Switzerland), RAIF, SIF, SICAR (Luxembourg), and QIF (DIFC)
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Authorisations from the relevant authorities: FINMA (Switzerland), CSSF (Luxembourg), DFSA (DIFC)
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Registration with a client advisor register (Switzerland)
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Due diligence, including compliance with anti-money laundering rules
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Set-up of securitisation companies under the laws of Luxembourg
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Drafting of all relevant contracts, such as shareholder agreements, depository agreements, central administration and domiciliation agreements, management company agreements, loan agreements, guarantees, escrow arrangements, intercreditor agreements
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Regulatory opinions on all aspects of financial structuring
DISTRIBUTION
The Governance Law Firm’s privileged position between Luxembourg and Switzerland allows it to offer its clients governance in fund distribution. The firm provides the following services:
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Drafting, validation and updates of offering documents: prospectus, KIID, private placement memorandum, articles of association, annual and semi-annual reports
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Authorisations from the relevant authorities: FINMA (Switzerland), CSSF (Luxembourg), DFSA (DIFC)
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Registration with a mandatory client advisor register (Switzerland)
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Passporting within the European Union
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Drafting of distribution agreements
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Compliance with point-of-sale obligations under Swiss and MiFID II rules of conduct, such as suitability assessment, categorisation of clients, cost transparency (including inducements), target markets, regulatory, notification and disclosure obligations
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Due diligence, especially compliance with anti-money laundering rules and KYC requirements
BOARD MEMBERSHIP
The Governance Law Firm offers its clients governance in board membership. The firm provides the following services:
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Provision of mandates as individual director or corporate directors for any Swiss, Luxembourg and DIFC entities
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Provision of independent individual directors for regulated (RAIF, SIF, SICAR) and unregulated structures
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Coordination of the different professionals involved to ensure efficient day-to-day management
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Provision of mandates as liquidator
FAMILY OFFICE
The Governance Law Firm establishes long-term relationships with families. The firm provides governance as trusted advisor and protector. The firm offers the following services:
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Defining the family’s investment objectives
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Choice of legal form
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Setting up of a family office
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Assistance with tax audit and disclosure requirements
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Due diligence on investments and external managers
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Provision of protectorship services