Dear Clients and Friends,
Morrison & Foerster is pleased to send you our legal updates.
The latest update is titled "Morrison & Foerster Submits a New Comment Letter to ESMA related to the AIFMD". We hope that you will find this information useful.
AIFMD passport and National Private Placement Regime Letter (PDF, English)
Introduction:
Since going into effect in 2013, the EU Alternative Investment Fund
Managers Directive (the "AIFMD") has imposed significant
limitations on the marketing of J-REITs to European investors, as
J-REITs are considered to be "alternative investment
funds" ("AIFs") subject to the requirements of the
AIFMD. Although J-REITs, prior to the AIFMD, had been marketed
widely throughout Europe, marketing of J-REITs is now generally
limited to a small number of EU countries, notably the United
Kingdom and the Netherlands. Such marketing has been possible under
their respective national private placement regimes
("NPPRs"), which are currently available to non-EU
AIFs.Under the AIFMD, the European Securities and Markets Authority
("ESMA") will eventually be required to issue advice on
whether to terminate NPPRs and extend to non-EU AIFs the EU
"passporting regime", which stipulates far more onerous
requirements for the marketing of AIFs. We recently submitted a
comment letter to the European Commission (the "EC") and
ESMA to argue that NPPRs should not be terminated for J-REITs, and
to request that the EC and ESMA consider for J-REITs
exemptions/variations from certain requirements of the AIFMD.
Due to significant delays in ESMA's and the EC's decision-making process, at this point, NPPRs will not be terminated at the earliest until 2020. However, given the complexity of the issues involved in ESMA's and the EC's decision-making, it would be best for the conversations regarding NPPRs and the passporting regime in relation to J-REITs to start as early as possible among appropriate regulators.
regards,
Morrison & Foerster LLP
Registered Associated Offices of Ito & Mitomi
Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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