Investment funds and asset management

Our senior lawyers have advised on the formation of numerous retail/private funds, open/closed-ended funds, listed/unlisted funds, and Shari’a/conventional funds in most of the well-known onshore and offshore fund jurisdictions around the world, using a wide range of different types of legal vehicle (including companies, limited partnerships, trusts, and protected cell companies).

As a firm our focus is on the establishment of investment funds in Oman under Oman’s Capital Market Law and the Executive Regulations issued thereunder. In addition to drafting the fund prospectus, we help our clients to negotiate and settle the articles of association (the constitutional document of an Omani fund), as well as agreements with service providers (such as agreements with sponsors, investment management agreements, investment advisory agreements, administration agreements, registrar agreements, custodian agreements, and depositary agreements). We are also able to advise on ancillary fund structures, such as master/feeder/parallel funds (and related co-investment arrangements), and fund side letter arrangements. We have excellent relationships with all relevant regulators, including the CMA and the MSM.

We regularly advise on the establishment and licensing of fund managers and other regulated service providers to funds, the regulation of funds and fund managers, and the corporate governance issues affecting fund managers and the “management body” of Omani funds. We also regularly advise our clients on the Omani securities laws that are applicable to the marketing and offer of securities in Omani and non-Omani funds.

Selected projects

Acted for a major local bank on its RO 30,000,000 rights issue. Our role included drafting the legal sections of the Prospectus, and giving a legal opinion to the Capital Market Authority confirming that all corporate and regulatory approvals had been obtained in connection with the issue.
Advised an Omani issuer on the raising of additional Tier 1 capital, in compliance with Basel III, pursuant to a rights issue of 50 million perpetual subordinated bonds.
Advised an Omani issuer on the raising of additional Tier 1 capital in the form of a private placement of up to 75 million perpetual subordinated bonds in different tranches. Our scope included: advising on the indicative term sheet; issuing the prescribed legal opinion to the Central Bank of Oman and to the issuer to obtain CBO approval; obtaining the CMA’s initial approval, and obtaining the approval of the issuer’s shareholders pursuant to an extraordinary general meeting.
Advised on the formation of a listed open-ended CMA-regulated fund in Oman. Our scope included advising on the “gaps” between the proposed fund structure and the fund structure contemplated by the Capital Market Law and the Executive Regulations issued thereunder.
Advised an Omani issuer on a RO 30 million rights issue. Our scope included: drafting the legal sections of the prospectus (in English and Arabic), the prescribed legal opinion to the Capital Market Authority and to the bank to obtain CBO approval; obtaining the CMA’s initial approval; and reflecting requirements of the Central Bank of Oman.
Advised on the establishment of a Shari’a compliant open-ended fund in Oman. Our scope included: advising in relation to all CMA requirements, advising on necessary approvals/consents to be obtained from governmental authorities, drafting the prospectus (in English and Arabic), drafting the ancillary legal documents/agreements (including the articles of association, fund management agreement, etc.) and certifying the same with CMA and other relevant governmental authorities.