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Funds

Asset Management, Funds & Capital Investment Law

Regulation and new tax rules are changing the market environment for investment funds. They impose new requirements on market players who operate collective investment schemes and provide asset management services. Particularly since implementation of the AIFM Directive via the German Investment Code (KAGB), investment management companies and their funds need to adapt to the new legal framework.

Our lawyers specialising in asset management, funds & capital investment law advise investment management companies, funds, depositaries, asset managers, fund service providers and investors on all matters relating to collective asset management and investing in funds (Investor Advice). We advise on fund structuring and establishing funds. We also advise investors on fund investments and assist market participants with regulatory and tax compliance. Another key area of expertise is advising funds, their managers and distribution partners on in-court and out-of-court dispute resolution, in particular when countering investor lawsuits.

What sets us apart?

Asset-oriented

We understand your investments. Our advice is not restricted to the fund level or asset level. We can combine both, and indeed do so. Investment management companies and funds benefit from our expertise across a wide range of asset classes – including real estate, private equity, ships and renewable energy. Depending on the asset in question, our experts in asset management, funds & capital investment law draw on specialists from the Private Equity, Real Estate & Public, Infrastructure & Project FinanceMaritime and Energy teams.

Multidisciplinary

We make your projects happen. We have extensive experience of complex fund structuring involving a range of legal aspects and of fund-related transactions. When implementing projects, we bring together all the required expertise – from tax law to regulation.

Cross-border

We go where you go. Our advice is not restricted to one jurisdiction. The CMS network allows funds and asset managers worldwide to benefit from the legal expertise of the international CMS organisation at 65 locations in 40 countries. Naturally, we also have offices in Luxembourg, as one of Europe's leading locations for funds.

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Fondsstrukturierung
Fund Structuring
Well-established – our fund structuring expertise. Our lawyers’ fund structuring expertise includes all asset classes. We can advise on es
Fonds - Gerichtliche und außergerichtliche Streitbeilegung
In-court and out-of-court dispute resolution
The key areas addressed by our Dispute Resolution lawyers include representing funds, their managers and distribution partners in disputes with i
Investorenberatung
Investor Advice
All bases covered – our investor advice. Our long experience of advising investors provides the ideal basis for optimising your fund investments
Regulatorische und steuerliche Compliance
Regulatory and Tax Compliance
The German Investment Code (KAGB) and Investment Tax Act (InvStG) have placed the regulation and tax treatment of open-ended and closed-end funds on a
25/09/2020
Future facing funds
The world in which the international funds industry operates is changing at unprecedented speed. The economic consequences of Covid-19 present a massive challenge to some funds and an opportunity to others...

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04/03/2024
Popular investment vehicles in Germany
Updated on February 2024 Investment vehicle Sondervermögen (fund in contractual form)Investment Kom­man­dit­gesell­schaft (InvKG) (limited partnership) 1. Form Sondervermögen Contractual (so-called chapter...
Comparable
29/02/2024
Amendments to Directive 2011/61/EU on alternative investment fund managers...
On 26 February 2024, the Council of the European Union officially approved amendments to Directive 2011/61/EU on alternative investment fund managers (read more), marking a significant development in...
28/02/2024
CMS advises Bruker on the multi-jur­is­dic­tion­al acquisition of ELITech,...
Frankfurt/Main – Bruker has agreed to acquire ELITechGroup, a provider of specialty in vitro diagnostic (IVD) systems, from TecFin S.à r.l., a controlled affiliate of PAI Partners, a pre-eminent private equity firm, for EUR 870 million in cash, excluding the carved out ELITech clinical chemistry business. The transaction is expected to close in the second quarter of 2024, subject to regulatory approvals and other customary closing conditions.A team of CMS Germany headed by lead partner Dr Hendrik Hirsch acted as lead transaction counsel on this landmark transaction for Bruker's MDx business covering all M&A aspects of the transaction, IVDR and other regulatory aspects, antitrust and FDI filings, the carve out of the clinical chemistry business and support on the employee consultation processes in France and the Netherlands. ELITechGroup, with over 500 employees and over 40 active patents, develops and commercializes innovative, proprietary molecular diagnostic (MDx) systems and assays, as well as niche biomedical systems and microbiology products. Its molecular diagnostic business accounts for the majority of the to-be-acquired revenues and provides the unique sample-to-answer (S2A) instruments InGenius® and Be-Genius® in the mid-to-high throughput MDx category with PCR diagnostic assays for infections and diseases. ELITechGroup, excluding the clinical chemistry business, achieved approximately EUR 150 million in revenues in 2023. ELITechGroup generates the majority of its revenues from Europe, with significant business also in North and Latin America. Its major R&D and production sites are in Italy, the United States, France and Germany. CMS Germany Dr Hendrik Hirsch, Partner, Co-Lead Dr Jacob Siebert, Partner, Co-Lead Dr Dirk Baukholt, Principal Counsel Dr Berrit Roth-Mingram, Counsel Dr Maximilian Stark, Senior Associate, all Corporate/M&A Dr Roland Wiring, Partner Lukas Burgdorff, Associate Noah Rodenkirchen, Associate, all Regulatory & Lifesciences Dr Thomas Hirse, Part­ner Se­basti­an Vautz, Senior Associate Lisa Dietrich, Associate, all IP Dr Michael Bauer, Partner Stefan Lehr, Partner Kai Neuhaus, Partner Moritz Pottek, Counsel Dr. Denis Schlimpert, Counsel Kirsten Baubkus-Gerard, Senior Associate David Rappenglück, As­so­ci­ate Be­ne­dikt Christian Voss, Associate, all Antitrust, Competition & Trade Dr Thomas de la Motte, Partner Dr Markus Pfaff, Partner Dr André Frischemeier, Partner Hatice Aykel, Counsel Alisa Brehm, Senior Associate Thomas Schaak, Senior Associate Dr Sait Dogan, Associate, all Banking & Finance  Dr André Lippert, Part­ner Con­stan­ze Schweidtmann, Associate, both Real Estate & Public Dr Boris Alles, Partner Dr Theresa Kipp, Senior Associate, both Labor, Employment & Pensions CMS France Benoît Gomel, Partner Vincent Desbenoit, Associate Dylan Allali, all Corporate/M&A Caroline Froger-Michon, Partner Aurélie Parchet, As­so­ci­ate Ca­m­ille Baumgarten, Associate Sophie Yin, all Em­ploy­ment Claire Vannini, Partner Eleni Moraïtou, Coun­sel Lilia-Ori­ana Dif, Associate Ariane Rolin, all Competition & EU  Jean-Bap­tiste Thiénot, Partner Anaïs Arnal, Associate, both Intellectual Property Laurine Mayer, Associate, TMC Alexandre Chazot, Counsel, Banking & Fin­ance  Thi­erry Granier, Partner Renaud Grob, Partner, both Tax Arnaud Valverde, Senior Associate, Real Estate Olivier Kuhn, Partner Cécile Rebiffé, Counsel Mylène Garrouste, all Dispute Res­ol­u­tion Kawthar Ben Khelil, Coun­sel Jean-Pierre Malili, Associate, both Public law/In­fra­struc­ture CMS Italy Massimo Trentino, Partner, Corporate/M&A Maria Letizia Patania, Partner, Lifescience & Healthcare Gian Marco Lettieri, Senior Associate, Employment & Pensions Giulio Poggioli, Counsel Valerio Giuseppe Daniele, As­so­ci­ate Francesca Durante, Junior As­so­ci­ate  Arianna Toccaceli, Junior Associate, all Banking & Finance CMS Luxembourg Gérard Maitrejean, Partner Miruna Poenaru, Coun­sel Max­imili­an Helfgen, Associate, all Corporate/M&A CMS UK Jack Letson, Partner Lindsay McAllister, Associate, both Corporate/M&A David Dennis, Partner, Commercial CMS Netherlands Pieter van Duijvenvoorde, Partner Robert Jong, both Corporate/M&A Nigel Henssen Fleur van Assendelft de Coningh, both Employment Edmon Oude Elferink, Partner Marijke van der Vossen, both Antitrust, Competition & Trade CMS Serbia Radivoje Petrikić, Partner Mila Drljević, both Corporate/M&A CMS Austria Dieter Zandler, Partner Vanessa Horaceck, both Competition & EU CMS Ukraine Maria Orlyk, Partner Diana Valyeyeva CMS Turkiye Döne Yalçın, Partner Arcan Kemahlı,  Sa­ba­hat­tin Öztemiz Taner ElmasPress Con­tact presse@cms-hs. com
21/02/2024
CMS advises MVZ Laaff on sale to amedes
Stuttgart – The founder of medical laboratory MVZ Laaff, Prof. Helmut Laaff, has sold MVZ Laaff GmbH with its facilities in Freiburg, Heilbronn and Ulm to the amedes Group. amedes is a leading German lab services provider, operating a number of healthcare centres throughout Germany with different specialisations. MVZ Laaff provides services in fields of medicine including derma­to­path­o­logy, general pathology, immunohistology, molecular pathology and cytology, and is one of the leading laboratories in these specialist areas. Details of the transaction were not disclosed.A CMS team headed by lead partner Dr Christoph Lächler advised Prof. Helmut Laaff on all legal aspects of the transaction. The sale took place by way of an auction process. A particular focus of the advice was on structuring the transaction and the associated regulatory issues. CMS Germany Dr Christoph Lächler, Lead Part­ner Stefan-Ul­rich Müller, Partner Dr Jacob Siebert, Partner Viktoria Barthel, Senior Associate Tobias Kalski, Senior As­so­ci­ate An­dreas Kazmaier, Associate, all Corporate/M&A Dr Roland Wiring, Partner Dr Siham Hidar, Senior Associate, both Regulatory Dr Harald Kahlenberg, Partner Angelika Wieczorkowski, Senior Associate, both Antitrust, Competition & Trade Dr Stefan Voss, Partner Lukas Potstada, Counsel, both Real Estate Dr Martin Mohr, Partner, TaxPress Con­tact presse@cms-hs. com
13/02/2024
The EU Parliament and Council reached an agreement on ESG rating
On 5 February 2024, the European Parliament (the Parliament) and the Council of the European Union (the Council) reached a provisional agreement on the EU Commission's proposal from June 2023 for a regulation...
09/02/2024
ESMA reports on impact-washing concerns around funds focused on the United...
IntroductionOn 1 February 2024, the European Securities and Markets Authority (ESMA) published an article on the efficiency of funds focused on the United Nations Sustainable Development Goals (SDG)...
25/01/2024
Emerging Europe M&A Report 2023/2024
Despite geopolitical tensions, fears of recession and strong inflationary pressures across the EU, as well as the fiscal tightening needed to contain them, M&A in the CEE region has remained reasonably buoyant. Findings from the CMS Emer­ging Europe M&A 2023/24 report, published in cooperation with EMIS, demonstrate the resilience of the Emerging Europe deals market as activity holds firm against a backdrop of geopolitical tensions and strong inflationary pressures. Welcome to the 2023/24 edition of the Emerging Europe report.
05/01/2024
AIFM passporting in Germany
1. EEA AIFMs  German law distinguishes as to which type of investors the EU AIF shall be distributed to.  Distribution to Semi-Pro­fes­sion­al and Professional Investors in Germany  EU AIFs managed by...
05/01/2024
Private placement rules and law in Germany
1. Summary of private placement provisions for fund interests (if applicable) As of 22 July 2013, fund interests can no longer be distributed in Germany on a private placement basis. Consequently, there...
29/12/2023
UCITS passporting in Germany
1. EEA UCITS Schemes  EEA-UCITS Schemes may be distributed by their EEA Management Company in Germany by using the Marketing Passport. The Marketing Passport permits distribution of EEA UCITS Schemes...
18/12/2023
ESAs propose amendments to the SFDR RTS
Continuing the theme of frequent changes to the application of the Sustainable Finance Disclosure Regulation (“SFDR”), the European Supervisory Authorities (“the ESAs”) are introducing amendments...
15/11/2023
Final text of political agreement on AIFMD II has been published
1.Background:On 25 November 2021, the European Commission (the Commission) put forward its proposal for amendments to the Directive 2011/61/EU on alternative investment fund managers (the AIFMD) as regards...