Pension Pooling and Asset Pooling in Ireland Establishing an Irish Common Contractual Fund

Transcription

1 Pension Pooling and Asset Pooling in Ireland Establishing an Irish Common Contractual Fund Law Firm of the Year: Republic of Ireland, European Awards 2011, The Lawyer One of the most innovative law firms in Europe and the only Irish law firm to be commended for corporate strategy, Financial Times Innovative Lawyers Report 2012 Client Choice 2012 award, International Law Office Dublin London New York Palo Alto

2 1 This brochure provides information in relation to Irish common contractual funds (CCFs) generally, the structures available for use, the relevant tax treatment and the steps necessary to launch a CCF. It also outlines the advantages of Ireland as a fund domicile. Matheson Our primary focus is serving the Irish legal needs of international companies and financial institutions doing business in and through Ireland. We regard efficiency, responsiveness and a practical and commercial approach to problem-solving as vital to the provision of first class legal advice to our clients, which include over half of the Fortune 100 companies, 27 of the world s largest banks, as well as some of the largest public, private and State owned companies and institutions in Ireland. Our firm is headquartered in Dublin, with offices in London, New York and Palo Alto. With over 350 legal and tax professionals, more than 600 people work across our four locations. Matheson is consistently recognised for its excellence and in 2012 was awarded, for the sixth time, the International Law Office Client Choice Award for Ireland. In 2011, Matheson was named the Irish Law Firm of the Year at The Lawyer European Awards for the second consecutive year. The Asset Management and Investment Funds Group Headed by a former chairman of the Irish Funds Industry Association and with eight partners and 40 fund professionals in total, including a full offering from our New York office, Matheson s Asset Management and Investment Funds Group is the leading UCITS and alternative investment fund practice in the Irish market. It is ranked a tier one practice group by Chambers Europe, the European Legal 500 and PLC. In recognition of its expertise in alternative investments, Matheson was the first Irish law firm to be named European Law Firm of the Year by The Hedge Fund Journal and in 2011 the group was named European Adviser of the Year by Funds Europe. The Asset Management and Investment Funds Group offers a comprehensive and innovative advisory service to clients. In addition to asset management advice (including tax advice) on the structuring and establishment of all types of investment funds, the group can draw on the resources of: a regulatory risk management and compliance unit; a specialist outsourcing group and company secretarial unit; a financial institutions group advising on the corporate, regulatory and M&A aspects of our clients businesses in Ireland; and a dedicated derivatives team. This results in our having an unrivalled capacity to provide combined asset management, tax, regulatory, corporate and derivatives advice to clients.

3 Contents 2 1 Introduction to Common Contractual Funds 3 2 Structuring a Common Contractual Fund in Ireland 5 3 Tax advantages of an Irish Common Contractual Fund 9 4 Key steps to establishing a Common Contractual Fund in Ireland 11 5 Other Asset Pooling Techniques 15 6 Advantages of Ireland as a Fund Domicile 17 7 Relevant Matheson Groups 19 Contacts 21

4 1 Introduction to Common Contractual Funds

5 1 Introduction to Common Contractual Funds 4 The Irish common contractual fund ( CCF ) is a tax transparent cross-border investment vehicle designed to assist multinationals, their finance professionals and local pension plans to achieve economies of scale and enhanced governance. The pooling of pension fund assets, life assurance assets or general asset pooling from various jurisdictions into one entity enables a number of cost savings to be achieved through economies of scale. It allows pension funds or life assurance funds in local subsidiaries to diversify their risk by using a larger number of investment managers than would be possible if they were operating on a stand alone basis. By pooling pension plans, a multinational can leverage the value of investment talent, limit the extent to which it is required to duplicate structures in each country of operation, reduce the potential liability and workload of local plan trustees and investment managers, permit greater negotiating power in respect of administration, custody and brokerage fees and increase access to securities lending structures. It can also enhance access to market leading investment management schemes, including schemes with higher minimum subscription amounts and it facilitates better governance, enhanced risk management and reporting in respect of plan assets. There will also be advantages for employees through the cost-savings outlined above and the application of a consistent investment policy across different jurisdictions. However, a pooled investment vehicle will only be viable if it does not materially increase the tax costs incurred by the local pension and/or life assurance funds. Pension funds typically are entitled to favourable withholding tax treatment on investment income and, as such, it will be important to ensure that the pooled vehicle is completely tax transparent and that the local pension or life assurance fund may continue to claim all available tax treaty benefits on the same basis as if they had invested in the underlying securities directly. A number of collective investment schemes may be considered exempt from tax in their home jurisdiction but regarded as a taxable entity in third party countries in which they invest and this has traditionally been a roadblock to cross-border pooling and remains so in other jurisdictions. The Irish CCF was created with the express aim of facilitating cross border pooling without any tax-drag for participants. It is completely tax transparent for Irish tax purposes and this tax transparent nature has also been recognised by a large, and growing, number of countries of investment, including the US, UK, Netherlands, Australia, Austria, Belgium, Germany, Canada, Denmark, Finland, France, Italy, Sweden, Switzerland and Norway. Consequently, profits which arise to an Irish CCF will be treated as profits which arise to the unitholders in the fund. There will be no increase in domestic or foreign withholding taxes and no withholding taxes on distributions by the CCF. By comparison with some other jurisdictions offering similar vehicles, the Irish CCF has been specifically created for the purposes of asset pooling and tax transparency is expressly provided for in the implementing legislation. As a result, the CCF is not liable to be recognised in Ireland as tax transparent for some purposes and non-tax transparent for others. This feature has assisted in ensuring recognition of tax transparency by third party countries. It should also be noted that, while CCFs were initially designed for pension funds in order to ensure that they can maintain existing favourable tax treatment, they may be used by any entity, other than individuals, which seeks to avail of a tax transparent structure. CCFs may be structured as UCITS funds and avail of the EU passport permitting marketing throughout Europe or, alternatively as Irish non-ucits funds, with the added flexibility in investment policy and speed to market available through a non-ucits qualifying investor fund structure. Ireland is the fastest growing fund servicing centre in the world with extensive industry experience and expertise in the areas of fund management, administration, custody, legal and auditing. At present, there are 12,000 professionals working in the Irish funds industry and all of the major global administration and custody groups are present in the Irish market to service Irish collective investment schemes. A number of these groups have invested in creating the technology and processes to address the particular requirements of CCFs, including the ability to apply different rates of withholding tax to different investors (depending on the provisions of the double taxation treaty between an investor s home country and the country of investment), systems to apply tax relief at source, processing and tracking of tax reclaims, completion of tax documentation, tax reporting at investor level and tracking of security information at the investor level. This strong pool of expertise in the area of asset pooling and CCFs has given Ireland a significant advantage in this area over other jurisdictions which have sought to enact similar legislation but which have not developed the operational systems or obtained the tax rulings or opinions in key markets to implement these structures.

6 2 Structuring a Common Contractual Fund in Ireland

7 2 Structuring a Common Contractual Fund in Ireland 6 The Irish Finance Acts of 2003 and 2005 amended Irish taxation legislation and provided that an investment undertaking that is established under the relevant Irish regulations and is not constituted under company law or trust law (ie it is constituted under contract law) is not chargeable to tax if it meets certain criteria. For Irish tax purposes it is tax transparent. The amendments essentially treat, for tax purposes, the profits that arise under an investment vehicle as being profits that arise to the unitholders themselves. Following the introduction of the legislation a number of multinational companies have established CCFs for the purposes of pooling pension fund assets of their subsidiary companies. As part of the ongoing development of the Irish investment funds industry, the Irish government introduced legislation in 2003, specifically facilitating the creation of CCFs as UCITS. The regime was subsequently extended to non-ucits vehicles in An Irish CCF is available for investment by all investors other than individuals. The tax transparent nature of the CCF has made it a vehicle of choice for multinational groups or similar entities seeking to implement pension pooling or asset pooling structures. The chart below illustrates a typical CCF structure. In the example below, the tax liability of the investors located in the United Kingdom and France will be governed by the double taxation treaty between their country of residence for tax purposes and the country in which the CCF has invested, the US and Italian tax treaties respectively. The exact tax liability is derived by reference to those tax treaties and the actual income types in those markets. Pension Fund (United Kingdom) Corporate (France) Irish Common Contractual Fund US Italy Investments Equities Income Ordinary Dividend

8 7 Overview of UCITS and Non-UCITS Vehicles UCITS The UCITS regulatory regime relates to open ended retail investment vehicles investing in transferable securities and other liquid financial assets. The advantage of establishing a fund as a UCITS is that it can generally be sold without any material restriction to any category or number of investors in any EU Member State, subject to filing appropriate documentation with the relevant regulatory authority in the EU Member State(s) where it is to be sold. There are restrictions on the investment and borrowing policies of UCITS and on the use by UCITS of leverage and financial derivative instruments. The UCITS product offers fund promoters the ability to structure funds with long only equity and bond exposures, long-short and 130/30 strategies, fund of funds, money market funds, index tracker funds and structured derivative funds. Non-UCITS Non-UCITS investment funds offer greater flexibility, with respect to investment styles and restrictions, than the UCITS regime and are subdivided between retail funds, professional investor funds ( PIFs ) and qualifying funds ( QIFs ). The Central Bank of Ireland (the Central Bank ) has introduced general investment diversification and borrowing restrictions for retail non-ucits funds. However, these general restrictions are modified, superseded or disapplied by specific regulations for particular types of funds, including PIFs and they do not apply to QIFs. As non-ucits are created by domestic rather than EU legislation, they do not have the benefit of the UCITS marketing passport. However, they can be registered in individual jurisdictions for marketing to the public and, subject to local rules, offered to a smaller pool of investors on a private placement basis. Further information in relation to UCITS funds and non-ucits funds and the Irish regulatory regime for collective investment schemes is set out in our brochure Ireland as an International Fund Domicile a copy of which is available on our website or upon request. Typical Structure of a Common Contractual Fund A CCF is established under a deed of constitution which provides that investors participate as co-owners in the assets of the fund. Interests in the fund are represented by units which are issued and redeemed in a similar manner to a unit trust and there are a number of other similarities with a unit trust structure. For example: where the CCF is established as an umbrella, the assets and liabilities of the various sub-funds are segregated. In particular, Irish law includes an express permission to the effect that a CCF established in an umbrella structure will not be subject to cross liability between sub-funds in the umbrella in the same way as for a unit trust; the liability of unitholders is limited to their subscription amount; and the custodian has the same duties and responsibilities as with other fund types. The deed of constitution creating the CCF will be executed under seal by the manager and the custodian of the proposed fund. The manager will have primary responsibility for the management and administration of the fund and will generally discharge this obligation by appointing an investment manager, who will take charge of the day-to-day management of the investments of the fund, and an administrator with responsibility for the processing of subscriptions and redemptions, calculation of net asset values, maintenance of the books and records of the fund and the preparation of accounts on behalf of the fund. The custodian will have responsibility for the safekeeping of the assets of the fund and the settlement of trades. In accordance with the requirements of the Central Bank, the custodian is also under a duty to supervise the investment activities of the fund and to report to the unitholders on an annual basis as to whether the fund has operated in accordance with its prospectus and the applicable regulations. The custodian may arrange for the holding of assets of the fund through its global sub-custody network.

9 8 A typical CCF structure is illustrated below. Unitholders Management Company (Ireland) Deed of Constitution Custodian (Ireland) Administrator (Ireland) Investment Manager (any location) Global Sub custodian (any location) The unitholders in a CCF will hold a co-ownership interest in the assets of the fund as tenants in common with the other unitholders. No unit shall confer any interest in any particular part of the assets of a CCF but shall determine the portion of the underlying assets of the CCF to which each unitholder is beneficially entitled. As CCFs can be structured as umbrella funds, one development in the market has been the creation by a multinational or fund promoter of umbrella CCFs, the initial sub-fund of which is used for pooling its own pension assets. As a fee generating mechanism, further sub-funds within the structure may then be made available to the pension plans of multinationals lacking the scale required to establish their own pension pooling vehicles.

10 3 Tax Advantages of an Irish Common Contractual Fund

11 3 Tax Advantages of an Irish Common Contractual Fund 10 A CCF is not chargeable to tax if all its units are: (i) an asset of a pension fund or are beneficially owned by persons other than an individual; or (ii) are held by a custodian or trustee for the benefit of persons other than an individual. Irish Tax Treatment of a Common Contractual Fund For Irish tax purposes a CCF is tax transparent which means that the income and gains arising or accruing to it are treated as arising or accruing to its unitholders in proportion to the value of the units beneficially owned by them as if such income and gains did not pass through the hands of the CCF. Essentially therefore, for tax purposes, the profits that arise to this type of investment vehicle are treated as being profits that arise to the unitholders themselves. The main tax advantages of such a fiscally transparent investment vehicle are as follows: (i) the character of the income received by the investor does not change; (ii) there is no increase in domestic or foreign withholding taxes; (iii) the CCF is exempt from tax on its income and gains; and (iv) there is no withholding taxes on distributions from the CCF. It is intended that, as the CCF is a fiscally transparent entity for tax purposes, it should enable the unitholders to access double taxation treaty benefits of their home jurisdiction. The intention is that, for example, a UK pension fund investing in US securities would have regard only to the US/UK double taxation treaty. This would depend on how the US and UK tax authorities view the CCF. How do other jurisdictions view common contractual funds? It would be necessary that the tax authorities in the jurisdictions in which the individual pension scheme/life assurance fund is established are satisfied that they will be able to certify any double taxation treaty claims made by participants in the CCF. The source country tax authorities (ie the country of issue of the relevant security) must also recognise the fiscal transparency of the CCF and grant double tax treaty relief to the CCF participants (not the fund itself) in respect of income and gains. The fiscal transparency of the CCF has been recognised by a number of jurisdictions, including the US, the UK, the Netherlands, Australia, Austria, Belgium, Germany, Canada, Denmark, Finland, France, Ireland, South Africa, Italy, Sweden, Switzerland and Norway amongst others and it is probable that other OECD jurisdiction tax authorities would also regard the CCF as tax transparent. In the case of other jurisdictions, it should be possible to seek a specific revenue ruling in advance of any proposed investments.

12 4 Key Steps to Establishing a Common Contractual Fund in Ireland

13 4 Key Steps to Establishing a Common Contractual Fund in Ireland 12 As with any other investment fund authorised by the Central Bank, the authorisation of a CCF is a standardised process and we have outlined the essential elements of this below. 4.1 Promoter Approval The promoter is the entity regarded by the Central Bank as the driving force behind the establishment of the fund and must be satisfied with the experience, expertise, reputation and resources of the intended promoter of an Irish domiciled investment fund. The timeframe for an entity not previously approved as a promoter of Irish funds and seeking to obtain this approval varies. There is a fast track process in place for applicants which can demonstrate previous experience in the promotion of collective investment schemes or are authorised either as a firm under the European Union Markets in Financial Instruments Directive ( MiFID ) or as a credit institution in a member state of the European Economic Area. If an applicant does not qualify for the fast-track process, it should be possible to obtain the relevant approval by completing the Central Bank s application form and providing relevant supporting documentation. Promoter approval will generally issue within a three week timeframe and the practice is generally to prepare other fund documentation during this period so that it may be filed upon receipt of the relevant approval. 4.2 Investment Manager Approval It will also be necessary to identify the entity or entities which will act as investment manager(s). If an investment manager has been previously approved to act in respect of Irish collective investment schemes, no further authorisations will be required other than the filing of a form with the Central Bank. In the case of an investment manager holding an authorisation under MiFID or which is a credit institution regulated within the European Economic Area, the applicant would avail of a fast-track approval process. There is a slightly longer process for an entity regulated by the US Securities and Exchange Commission ( SEC ) or similar entity. This is similar to the process for promoter approvals. It should not take longer than two to three weeks to complete and may be run in conjunction with the drafting of relevant documentation. 4.3 Management Company Approval A CCF must have a management company which will enter into the deed of constitution with the custodian. If it is intended to structure the CCF as a UCITS, then the proposed management company must apply to the Central Bank for authorisation as a UCITS management company and comply with certain minimum requirements set out at EU level. This will include the submission of an application form, business plan and other supporting documentation. The process is somewhat more streamlined if the proposed fund will be structured as a non-ucits. There are no specific legislative provisions regarding the licensing or authorisation of a management company in such circumstances, although the Central Bank will need to be satisfied as to suitability of the management company, its directors, shareholders, and share capital. A management company will generally delegate its day-to-day functions to third parties (investment manager, administrator, distributor etc) and have no employees, but it must hold periodic board meetings in Ireland and be tax resident in Ireland. The directors of a management company must be of sufficiently good repute and sufficiently experienced, and a minimum of two persons must conduct the management company s business. While the authorisation of a management company is relatively straightforward, particularly in the context of a non-ucits, a promoter may also choose to avail of pre-existing management companies set up by service providers in the Irish market. 4.4 Approval of Directors All directors of Irish domiciled management companies must be pre approved by the Central Bank. Sufficient information in respect of all directors must be submitted to the Central Bank to demonstrate the appropriate expertise and good reputation of a proposed director. Each director must complete an online individual questionnaire including pre-formatted C.V. sections. At least two directors of the management company must be resident in Ireland. 4.5 Selection of Custodian and Administrator It will be necessary to appoint a Central Bank approved custodian for the safe-keeping of assets and a Central Bank approved administrator which is responsible for maintaining the books and records of the fund, calculating the net asset value of the fund and maintaining the shareholder register. In each case the entity must be located in Ireland and the relevant service contracts will form part of the filing with the Central Bank. As noted above, all major fund service providers have a presence in Ireland and a number of service providers have developed expertise in the provision of services to CCFs.

14 Approval of Documentation by the Central Bank In the case of a UCITS, the prospectus and deed of constitution are filed with the Central Bank for prior approval. Once these documents have been cleared of comment by the Central Bank, they may be dated and submitted in final form. The review process will typically take four to five weeks to complete from first submission. The approval procedures for QIFs have recently been streamlined by the Central Bank and a one day authorisation is now possible, subject to the provision of the relevant confirmations, and pre-approval of the promoter, directors and investment manager. It would only be necessary to seek prior Central Bank approval of documentation in the event that the proposed structure contains any unusual features or might require a derogation from those provisions of the Central Bank s notices applicable to QIFs. 4.7 Irish Stock Exchange Listing A CCF may wish to list the fund on the Irish Stock Exchange (the ISE ). A stock exchange listing on a recognised exchange in an OECD jurisdiction, such as the ISE, can be particularly important for the profile of a fund, attracting certain categories of institutional investors, including certain pension funds or investors in certain jurisdictions who are prohibited or restricted from investing in unquoted securities. The listing process can normally be completed within four weeks of submission of relevant documents and, in the case of Irish domiciled funds, it can be completed contemporaneously with the Central Bank authorisation process. The listing requirements for Irish domiciled funds which are authorised by the Central Bank have been substantially streamlined and, in the case of QIFs, many of the listing requirements are disapplied. Once the ISE has cleared the relevant listing document (which in the case of the CCF will be the prospectus) of comment, it may be filed with the ISE together with the relevant supporting documents. A fund must allow a period of 48 hours to elapse after this filing before it commences trading. 4.8 Role of Legal Advisers The role of the legal advisers to a CCF would generally include the following: obtaining Central Bank approval of the proposed promoter of the CCF; obtaining Central Bank approval of the proposed promoter of the fund and the investment manager(s) to be appointed to individual sub-funds; drafting and finalising the prospectus and deed of constitution and investment management agreement; preparing documentation in relation to listing on the ISE and obtaining ISE approval of the prospectus and other relevant documentation; negotiating the custody and administration agreements; preparing all ancillary documentation for approval of fund by the Central Bank; incorporating the management company, if required, and arranging for authorisation of the management company by the Central Bank; and co-ordinating the launch board meeting and providing legal advice on any other issues relevant to the establishment of the CCF.

15 Time-frame to Approval The chart below sets out an indicative time-frame showing key steps to be achieved in order to obtain Central Bank approval of the CCF. The exact time-frame will vary from case to case and depend on whether it is decided to use a UCITS or non-ucits structure, existing approvals of service providers, whether an ISE listing is intended and other factors. However, we would generally expect initial authorisation to take no longer than six to eight weeks and addition of a new sub-fund to take two to three weeks. Week 1 Week 2 Application made for promoter approval Application made for approval of investment manager(s) Prepare initial draft of prospectus, deed of constitution and investment management agreements Receive initial draft of custody agreement and administration agreement Manager to be incorporated in the CRO Week 3 Prospectus filed with ISE for review Manager capitalised and directors approved Week 4 Central Bank approves promoter and investment managers Comments received from investment managers and Service Providers Negotiate any amendments to documents with custodian/ administrator Week 5 ISE comments received and second filing made Board meeting held to approve launch Week 6 Documents finalised Documents finalised Additional ISE comments (if any) incorporated Week 7 Week 8 Final prospectus filed and CCF approved

16 5 Other Asset Pooling Techniques

17 5 Other Asset Pooling Techniques 16 An investment fund promoter or multinational company may seek to reduce operational and administrative charges and to facilitate diversification of investments by arranging the management of the assets of a fund in conjunction with other funds promoted or managed by such promoter, or pension funds established by subsidiaries of such multinational company. In such circumstances, commonly referred to as Virtual Pooling, the promoter will seek to achieve the pooled management of the participating funds through the use of IT systems and dedicated virtual pooling technology offered by their administrator and custodian. Unlike the CCF, the virtual pool will not be constituted as an investment fund vehicle. Virtual pooling is achieved by establishing a pool of assets comprising cash and investments contributed by each of the entities which participate in the pool. The participants will each have similar investment policies and objectives. However, it is not essential that these be identical and will be sufficient if the investment manager is in a position to manage the pool as one portfolio of assets whilst complying with the investment objectives, policies and restrictions applicable to each participating fund. A record shall be maintained of all the assets contributed to the pool by each participating fund and the percentage allocation of each of the pooled assets within the pool that is attributable to each participating fund. These assets are then allocated on a pro rata basis to each participant. When additional cash or securities are contributed to or withdrawn from the pool the allocation percentage of each participant will be adjusted to reflect the change and the operator of the pool will also ensure the proper allocation of costs relating to the acquisition or disposal of securities. Dividends, interest and any other distribution of income received in respect of assets will be allocated pro-rata to the each participant s holding of assets. In operating a pooling structure, the participating funds will appoint service providers with the relevant virtual pooling technology to maintain a common set of records and to ensure they are in a position to identify the assets of each participant at any given moment. The key requirement, therefore, will be an automated and integrated accounting and custody system which can satisfy the above requirements. The Central Bank will permit an Irish fund to engage in virtual asset pooling, having first approved the relevant service providers and satisfied itself as to the systems to be employed, the procedures to ensure separately identifiable assets and the disclosure to investors in the fund s prospectus.

18 6 Advantages of Ireland as a Fund Domicile

19 6 Advantages of Ireland as a Fund Domicile 18 The advantages of Ireland as a fund domicile include the following: Ireland is a Member State of the EU and benefits from the harmonisation of EU financial services regulation and the ability to passport services across the EU. Ireland is a participating member of the European Monetary Union. All Irish collective investment schemes are exempt from domestic corporation tax and have access to Ireland s extensive and expanding network of double tax treaties. Ireland has approved a range of tax-exempt fund vehicles (including investment companies, unit trusts, investment limited partnerships and CCFs) which can be tailored to suit investor requirements and preferences. Ireland is an OECD Member State and featured on each version of the white-list of countries published by the OECD setting out countries which have substantially implemented internationally agreed tax standards. When the OECD initially published its lists in April 2009, other established fund jurisdictions such as the Cayman Islands and Luxembourg appeared on the grey list of countries (which have agreed international standards but not implemented them) and have only since July 2009 been accorded white list status. Unlike competitor states such as Luxembourg and the Cayman Islands, Ireland was not included on the black-list of tax havens in the proposed Stop Tax Haven Abuse Act published in the United States earlier this year. As Ireland is a member of the EU, Irish funds will not be subject to the transitional restrictions on marketing proposed under the final version of the Alternative Investment Fund Managers Directive, the current draft of which could restrict access to the EU market for non-eu funds for a period of up to three years. Ireland has introduced the exchange of information provisions of the EU Savings Directive and therefore is exempt from the withholding tax rates of 20 per cent, rising eventually to 35 per cent, which apply to funds in other member states, including Luxembourg, Austria and Belgium which have not adopted these provisions. Ireland does not have any domestic legislation which requires the publication in local newspapers or similar publications of all notices to investors. Publication requirements in other jurisdictions can cost as much as 6,000 on each occasion that it is required and, as many host jurisdictions in Europe require a fund to follow the same publication requirements as they are subject to in their home jurisdiction, this cost can be multiplied many times over in jurisdictions which impose such publication requirements. The Central Bank has demonstrated prudent but practical regulation of investment funds, fund managers, administrators and custodians with regulatory sensitivity to the needs of international fund managers and service providers. Examples of the Central Bank s ongoing process to improve the procedures in respect of Irish investment fund offering include the introduction of a 24-hour authorization process for qualifying investor funds (QIFs), improved procedures for property funds and the publication of policy papers to advise on its position in respect of difficulties faced by funds in light of recent global market turmoil. Ireland has a well developed infrastructure with sophisticated telecommunications networks and local availability of highly educated labour force which has demonstrated its flexibility by reducing costs and enhancing competitiveness in response to the global economic downturn commencing in Well developed and experienced professional services infrastructure with specialist legal, tax and accounting skills. The Irish Stock Exchange is an internationally recognised, regulated exchange for the listing of Irish and non-irish domiciled investment funds and it is widely regarded as one of the leading exchanges in the world for the listing of investment funds. As Ireland is in the same time zone as London, business can be conducted with Asia and the Pacific in the morning and the Americas in the afternoon.

20 7 Relevant Matheson Groups

21 7 Relevant Matheson Groups 20 Taxation Our Tax Department is significantly the largest tax practice group amongst Irish law firms and is consistently ranked as the leading tax law firm in Ireland by the European Legal 500, Chambers Global, PLC, Which Lawyer?, American Lawyer, International Tax Review and other international journals. We are the only Irish law firm to have a dedicated international tax group. This frequently involves advising on cross-border transactions in conjunction with tax counsel from other jurisdictions and we have committed considerable resources to building and maintaining good relationships with these lawyers. We were ranked as a leading law firm in Ireland by the Tax Directors Handbook, 2010 edition. We were also ranked as a leading firm in World Tax The department advises many blue chip international corporations, bulge bracket merchant banks and financial institutions doing business in and through Ireland. We focus on the timely delivery and implementation of integrated leading edge tax advice. Our philosophy is can do if there is a solution we will find it and it will be practicable and capable of being implemented. The tax department assist the Asset Management and Investment Funds Group in relation to the tax aspects of the funds launched by it. Pensions The Employment Pensions and Benefits Group of the firm was established in recognition of the increasing complexity of employment and pensions law and demands from clients for specialist advice in this critical area. Brian Buggy is a Partner and member of that Group and heads the firm s pensions practice. The Group advises on pensions law from a consultative and compliance point of view, and also advises on contentious legal issues. Amongst other matters, Brian advised the Department of Social & Family Affairs and the Pensions Board with respect to and assisted in drafting legislation implementing the EU Pensions Directive (Directive 2003/41/EC). Ultimately this became Part XII of the Pensions Act. Brian and his Group provided advices to and did all drafting work for Intel in connection with the establishment by Intel in Ireland of a cross border pension plan compliant with the IORPS Directive. This is one of the first true cross-border pension plans established in Ireland. Brian is the co-author of Irish Pensions Law & Practice (2 Ed) (2005), a comprehensive textbook on the subject. International Business Group The International Business Group provides a full range of Irish corporate law advice and services to overseas clients doing business in Ireland. The Group is comprised of dedicated lawyers within the Corporate Department whose primary focus is advising international clients on the Irish corporate law aspects of doing business in and through Ireland. The Group also works with many international law firms on the legal issues that arise in cross-border re-organisations and integration projects. The lawyers in the Group bring diverse backgrounds and experience in international legal and business matters and have the practical as well as the legal experience to provide solution driven advice and guidance to our clients. In addition the Group performs a client relationship role for many of the firm s international clients by coordinating the provision of their legal needs with other parts of the firm. The Group also has a dedicated company secretarial team for multinational clients.

22 21 Contacts Michael Jackson Shay Lydon Robert O Shea Asset Management Dublin Office Asset Management Dublin Office Corporate Dublin Office D E michael.jackson@matheson.com D E shay.lydon@matheson.com D E robert.oshea@matheson.com Anthony Walsh Tax Dublin Office D E anthony.walsh@matheson.com This material is provided for general information purposes only and does not purport to cover every aspect of the themes and subject matter discussed, nor is it intended to provide, and does not constitute or comprise, legal or any other advice on any particular matter. For detailed and specific professional advice, please contact your usual Asset Management and Investment Funds contact at the details set out above. Full details of the Asset Management and Investment Funds Group, together with further updates, articles and briefing notes written by members of the Asset Management and Investment Funds team can be accessed at. Copyright Matheson The information in this document is subject to the Legal Terms of Use and Liability Disclaimer contained on the Matheson website. Dublin London New York Palo Alto