A THOROUGH UNDERSTANDING OF PRIVATE EQUITY

RETOUR SOMMAIRE

A CACEIS PRODUCT DEVELOPMENT PUBLICATION - 2010

APPENDICE

• Securitisation vehicles (SV) > Law of 22 March 2004

Link to detailed legal texts: http://www.cssf.lu

• SOPARFI vehicles > Companies Act, 1915

T he U nited S tates

• The US Limited Partnership

Formation

Laws of state of formation (i.e. Delaware)

US Securities Act of 1933, as amended (“USSA”) also to be considered US Employee Retirement Income Security Act of 1974. as amended (ERI- SA) State securities regulation FDIC Bank Holding Company Act (BHCA)

Offering/Marketing

Applicable legislation

USSA Regulation D US Investment Company Act of 1940, as amended [exemptions under section 3(c)(1) or 3(c)(7)] US Securities Exchange Act of 1934, as amended USA Patriot Act

Registration

Disclosure

Non-US offerings USSA Regulation S Funds Managers US Investment Advisers Act of 1940, as amended State investment Adviser regulations Promoter (third party) US National Association of Securities Dealers State broker dealer/placement agent registration

Link to detailed legal texts: http://www.sec.gov

2 - AIFM directive (European Union)

I nitial legislative document : • EU Commission draft proposal

Proposal for a Directive of the European Parliament and of the Council on Alternative Invest- ment Fund Managers and amending Directives 2004/39/EC and 2009/…/EC, released by the Commission of the European Communities on 30/04/2009 Link to the full text: http://ec.europa.eu/internal_market/investment/docs/alternative_invest- ments/fund_managers_proposal_en.pdf

P roposals of amendments to the legislative text : • Gauzès Report (European Parliament)

Draft report on the proposal for a Directive of the European Parliament and of the Council on Alternative Investment Fund Managers and amending Directives 2004/39/EC and 2009/…/ EC, released by the Committee on Economic and Monetary Affairs, European Parliament, on 23/11/2009 Link to the full text: http://www.europarl.europa.eu/oeil/file.jsp?id=5774032 • Swedish Presidency compromise proposal Proposal for a Directive of the European Parliament and of the Council on Alternative Invest- ment Fund Managers and amending Directives 2004/39/EC and 2009/…/EC – Revised Presi- dency compromise proposal, released by the Council of the European Union on 25/11/2009 Link to the full text: http://register.consilium.europa.eu/pdf/en/09/st16/st16622.en09.pdf

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