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STARTSUNLaw Company

Private Capital & Investment Structuring

Investment Structuring

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

Overview

Most problems in private investments are structural: a vehicle that cannot be financed, rights that cannot be enforced, an exit that triggers costs no one anticipated. Investment structuring addresses these questions at the point where they are cheapest to solve — before the money moves.

This service is for private investors, family offices and businesses preparing a specific investment, or reorganising existing holdings before new capital comes in.

What the work covers

  • Mapping the parties, the asset and the commercial objectives of the investment
  • Choice of investment vehicle (direct holding, SPV, holding company, co-investment vehicle)
  • Choice of jurisdiction for the vehicle, with input from tax advisers and local counsel where required
  • Ownership and control: shareholdings, voting, board and reserved matters
  • Investor protections and transfer restrictions
  • Financing considerations at vehicle and asset level
  • Exit routes: sale, buy-back, put and call options, drag-along and tag-along

How the work is organised

  1. Initial call — objectives, parties, timing and constraints.
  2. Structure options — two or three viable structures compared on control, risk, cost and exit.
  3. Recommended structure — a written structure paper with a step plan.
  4. Implementation — incorporation, documentation and closing, coordinated with other advisers.

What you receive

  • A structure paper with a diagram of the proposed ownership chain
  • A step plan for implementation
  • A list of the documents required and who prepares them
  • Where relevant, a scope for local counsel in each jurisdiction involved

Good to know

Tax structuring depends on facts and on law in several jurisdictions; we coordinate tax advice rather than replace it. Where a structure involves a jurisdiction in which we do not practise, local counsel is engaged for that jurisdiction.

  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 the scope for your project