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

Distribution

Board Membership

Family Office

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:

Legal and regulatory advice on the optimal financing technique (investment fund, securitisation vehicle, private wealth management company)
Choice of the legal form (company, partnership, contractual arrangement)
Set-up of the appropriate fund structure, such as L-QIF, LPCI (Switzerland), RAIF, SIF, SICAR (Luxembourg), and QIF (DIFC)
Authorisations from the relevant authorities: FINMA (Switzerland), CSSF (Luxembourg), DFSA (DIFC)

Registration with a client advisor register (Switzerland)
Due diligence, including compliance with anti-money laundering rules
Set-up of securitisation companies under the laws of Luxembourg
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
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:

Drafting, validation and updates of offering documents: prospectus, KIID, private placement memorandum, articles of association, annual and semi-annual reports
Authorisations from the relevant authorities: FINMA (Switzerland), CSSF (Luxembourg), DFSA (DIFC)
Registration with a mandatory client advisor register (Switzerland)
Passporting within the European Union

Drafting of distribution agreements
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
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:

Provision of mandates as individual director or corporate directors for any Swiss, Luxembourg and DIFC entities
Provision of independent individual directors for regulated (RAIF, SIF, SICAR) and unregulated structures

Coordination of the different professionals involved to ensure efficient day-to-day management
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:

Defining the family’s investment objectives
Choice of legal form
Setting up of a family office

Assistance with tax audit and disclosure requirements
Due diligence on investments and external managers
Provision of protectorship services

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:

Legal and regulatory advice on the optimal financing technique (investment fund, securitisation vehicle, private wealth management company)

Choice of the legal form (company, partnership, contractual arrangement)

Set-up of the appropriate fund structure, such as L-QIF, LPCI (Switzerland), RAIF, SIF, SICAR (Luxembourg), and QIF (DIFC)

Authorisations from the relevant authorities: FINMA (Switzerland), CSSF (Luxembourg), DFSA (DIFC)

Registration with a client advisor register (Switzerland)

Due diligence, including compliance with anti-money laundering rules

Set-up of securitisation companies under the laws of Luxembourg

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

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:

Drafting, validation and updates of offering documents: prospectus, KIID, private placement memorandum, articles of association, annual and semi-annual reports

Authorisations from the relevant authorities: FINMA (Switzerland), CSSF (Luxembourg), DFSA (DIFC)

Registration with a mandatory client advisor register (Switzerland)

Passporting within the European Union

Drafting of distribution agreements

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

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:

Provision of mandates as individual director or corporate directors for any Swiss, Luxembourg and DIFC entities

Provision of independent individual directors for regulated (RAIF, SIF, SICAR) and unregulated structures

Coordination of the different professionals involved to ensure efficient day-to-day management

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:

Defining the family’s investment objectives

Choice of legal form

Setting up of a family office

Assistance with tax audit and disclosure requirements

Due diligence on investments and external managers

Provision of protectorship services