When to involve us.

You are weighing a strategy, a centre or a first fund, and nothing is committed. No term sheet, no counsel appointed, no vehicle named, and no date anyone outside the house has been given.

Is the strategy you intend inside the permission you hold, and which of its parts is a separate regulated activity in its own right? Managing a collective investment fund and managing assets under a discretionary authority are two permissions and two sets of duties, not one variety of the other. Arranging is a separate item again and advising a further one, and no quantity of any of them produces another.

A permission is a release from a general prohibition, granted for named activities and no others. A strategy that has outgrown its licence is not widened by intention; it is varied by application, and it is usually found rather than declared. The first transaction in the new strategy is the ordinary place it surfaces, and remediation then runs on the regulator's clock rather than the transaction's.

Your intended activity set read against the catalogue of each centre, item by item, cited to the instrument that creates each item, and dated. Where the activity you intend has no item to sit in, we say that it has none.

Exclusivity is signed, or heads of terms are being drafted, and the target's own holding chain has just become your problem. Three vehicles you did not choose, assembled by somebody else for reasons nobody has written down.

What has to be fixed before signing so the transfer does not need consents you cannot get? Which entity holds what, and in which country its bank, its register and its title documents live? That answer, not the governing-law clause, decides how hard the last mile will be.

Consent sits in three places, drafted at three different times by three different parties: the constitution of each entity in the chain, the change-of-control provisions in the finance documents, and the asset-level contracts, which is where a lease, a concession or a State consent lives. Forum provisions behave the same way, and they do not always agree with one another. A consent discovered after signing is a price negotiation conducted from the weaker side, on a clock you no longer control.

A reading of the target's holding chain, every consent each transfer triggers with the instrument that creates it and the party that grants it, and the conditions that clear them, sequenced against the signing date. On one page, before exclusivity runs.

A structure inherited from a fund in wind-down, a chain assembled for a regime that has since moved, or a delegation that no longer matches where the people sit.

What is left inside the licensed entity once the delegation is honoured, and does that leave a letterbox with either regulator? Both perimeters ask where an activity is carried on rather than how substantial the involvement was, so what the test is looking for is a location and not a volume of work. How much of the investment process has to happen in the centre before the regulator accepts that the manager is there and not somewhere else is the question that follows, and it is answered on facts rather than on intentions.

Substance is examined on the facts as they stood, not on the intention stated in the application, and the examination arrives on its own calendar rather than on the transaction's. Repapering a delegation with named individuals in real seats is slower than the examination that exposed it, and it happens while the transaction waits. Treaty access turns on the residence of the entity that holds the asset and on the anti-abuse provisions of the particular treaty, never on the address at the top of the letterhead.

The delegation and the residual function set out against the territorial test each perimeter applies, with the individuals who take the investment decision named to the room they take it in, the movements ordered, and the one that has to happen first named as first.

Three investors want to come alongside on the next transaction, and the allocation policy has never been tested by one.

Side-car, co-investment vehicle or direct participation, and what does each do to your allocation policy, to the economics across two vehicles, and to your conflicts disclosure? Where does carried interest sit when vehicles run in parallel, and what happens to it when one of the named individuals leaves in year four with the two waterfalls at different points?

An allocation policy written after the first co-investment is an admission rather than a policy, and every investor who was not offered the last one reads it that way. The second co-investment is when the question is asked, and by then the minutes of the first one are the record. An advisory committee that starts reading allocation minutes reads all of them, including the ones written before the policy existed.

The three routes drawn against each other, with the allocation consequence and the conflicts consequence of each stated on its face, and an allocation rule capable of producing an answer you would show to the investor who did not get the allocation.