The EU Alternative Investment Fund Managers Directive (AIFMD) has now been in force for several months. This overview note is aimed at US managers who have not yet had to get to grips with the AIFMD but will need to raise funds in Europe in due course. You will be able to take the benefit of the practical experience King & Spalding lawyers have had to date in helping clients navigate the new AIFMD regime.
What the Directive covers
The AIFMD requires that EEA based “alternative investment fund managers” (AIFMs) must have specific authorisation to manage and market “alternative investment funds” (AIFs), complying with strict operating and organisational requirements imposed on both the manager and (indirectly through obligations imposed on the manager) the AIFs it manages. AIFMs and AIFs based outside the EEA are prevented from marketing to investors in the EEA unless mandated requirements are satisfied.
EEA member states were required to implement the AIFMD into national laws from 22 July 2013. From that date (save for states allowing a transitional period) management and marketing of AIFs in the EEA must be in compliance with the new requirements of the AIFMD. Unfortunately approaches to implementation of the AIFMD within member states are far from uniform. For example, Germany chose to overhaul its entire system of fund management regulation, introducing the Capital Investment Act (Kapitalanlagegesetzbuch “KAGB”) bringing in some rules unique to Germany over and above AIFMD requirements accompanied by (not yet finalised) respective new tax provisions.
The definition of AIF is very broad covering any vehicle or contractual