Side letters are a recurring feature of the alternative investment funds landscape in Asia and indeed globally. Large institutional investors, particularly if providing seed money, sovereign wealth funds, and investors related to government bodies will all typically require preferred terms from fund managers. However, agreeing to enter into side letters can give rise to a number of legal and practical issues, which can cause managers more trouble than the side letter may be worth. Moreover, regulators have traditionally taken a dim view of side letters with “selective” investors. It is for this reason that many managers have a love/hate relationship with side letters. This course will provide a practical and in-depth look at the typical terms of side letters, common issues that arise, and some suggestions as to how to resolve the problems associated with these documents from an offshore perspective.
Highlights of the course include:
- Common side letter terms
- Common issues with side letters including:
- Inconsistencies with constitutional documents
- Inconsistencies with other side letters
- Risks of breach of fiduciary duties
- Issues with being bound by the terms of the letter
- Dealing with confidentiality
- Practical issues
- Dealing with MFNs
- Practical issues with side letters
- The role of side letter opinions
- Some tips for resolving side letter issues
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