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STARTSUNLaw Company

Practice 01 · Private Capital

Private Capital & Investment Structuring

The structure of an investment decides what can be protected, governed and, eventually, sold.

We advise private investors, family offices and businesses on the architecture of an investment: the vehicle that holds the capital, the agreements that govern it, the rights that protect it and the route by which it returns.

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What we do

Scope of the practice

Investment structuring

Choosing the vehicle, the jurisdiction and the sequence of steps through which capital is deployed — with tax and regulatory input coordinated where required.

SPV & holding structures

Special purpose vehicles and holding companies that ring-fence assets and liabilities and keep ownership legible to banks, co-investors and future buyers.

Investment agreements

Subscription, share purchase, convertible and co-investment agreements drafted around the economics actually agreed between the parties.

Investor rights & governance

Board composition, reserved matters, information rights, pre-emption, anti-dilution, drag-along and tag-along — calibrated to the size and nature of the stake.

Joint ventures

Partnerships between investors and operators with clear contribution, control, deadlock and exit mechanics.

Due diligence & exit structures

Legal due diligence before capital is committed, and exit routes — sale, buy-back, put and call options — designed at the outset rather than negotiated under pressure later.

Who we advise

Clients who invest their own or their families' capital directly and need structures that hold up over a long horizon.

Typical matters

The kind of work this practice handles.

Illustrative of the matters we advise on — not a list of past engagements.

  1. 01Structuring a private investor's entry into an operating company through an SPV
  2. 02Co-investment arrangements between several investors in a single asset
  3. 03A holding structure for a portfolio of businesses and real estate
  4. 04Negotiating investor protections in a minority investment
  5. 05Staged or convertible investment linked to performance milestones
  6. 06Reorganising an existing ownership chain before new capital comes in
  7. 07Legal due diligence on a target business ahead of investment
  8. 08Pre-agreed exit mechanics: put and call options, drag-along, buy-back

Approach

How we approach projects

  1. 1

    Understand the capital

    Who is investing, what return and control they expect, the horizon and the constraints they bring with them.

  2. 2

    Design the structure

    Vehicle, jurisdiction and rights — tested against tax, regulatory and exit constraints together with the relevant advisers.

  3. 3

    Document & negotiate

    Agreements that reflect the commercial deal precisely and anticipate the situations in which it will be tested.

  4. 4

    Implement & maintain

    Incorporation, closing, post-closing governance and periodic review as the investment evolves.

Focused services

Defined scopes of work within this practice.

Investment Structuring

Designing the legal structure through which an investment is made, held, governed and eventually exited — before capital is committed.

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Cross-border capability

Cross-border capability

Investment structures often span several countries — the investor in one, the holding company in another, the asset in a third. We lead the structuring and documentation and coordinate local counsel and tax advisers in each relevant jurisdiction, so the structure works as a whole rather than as separate pieces of local advice.

Cross-border transactions

Related practices

Significant matters rarely stay within one practice.

05

M&A & Joint Ventures

Acquisitions, disposals, share and asset deals, joint ventures, shareholders' agreements, closing and integration.

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06

Cross-Border Transactions

Lead and coordinating counsel for international investment structures and multi-jurisdiction transactions.

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How to start

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  1. 1Send a short enquiryDescribe the project, the parties and the timing in a few lines. No confidential details at this stage.
  2. 2Initial conversationAfter a conflict check, we discuss the scope, the jurisdictions involved and whether local counsel is needed.
  3. 3Written engagementScope, deliverables and fee basis are agreed in writing before work begins.

Discuss a matter in this practice

Share a short description of the project. We will reply to discuss scope, timing and next steps.

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