Ed Winters

/My focus

I advise financial institutions on the structuring and distribution of investment funds domiciled in the US, Europe, and Middle Eastern jurisdictions, with an emphasis on those employing alternative strategies, including assisting private equity firms with the acquisition, disposal, and operation of portfolio companies. I have formed numerous mutual funds and undertakings for collective investment in transferable securities (UCITS), including arranging for the latter’s passporting throughout the European Union.

I counsel investment advisers on compliance with regulatory developments and their interaction with domestic and overseas financial regulators, ranging from authorization applications to effectively responding to investigations.

Additionally, I conduct due diligence for institutional investors, such as pension funds and family offices, on their investments with third parties, including negotiating investment terms and participation in co-investments. Previously, I have represented a number of investors on LP Advisory Committees and acted as independent counsel to several mutual fund boards.

I interpret US and European regulations relating to sustainable investment, developing policy and disclosure documents, as well as internal compliance and reporting standards. Lastly, I advise companies on the implementation of business human rights policies.

/Representative experience

ESG / Business Human Rights

• Advising a timberland investor on the formation of an Article 9—under the Sustainable Finance Disclosure Regulation—compliant fund domiciled in Luxembourg
• Drafting policies for corporations to comply with US, EU, and UK legislation combatting modern slavery and human trafficking and developing risk management frameworks for global supply chains
• Assisting in-house counsel on the design and management of corporate sustainability-related policies and practices relating to the United Nations Global Compact
• Performing human rights due diligence for an FMCG company in relation to several M&A transactions
• Advising on a green bond issuance to finance the development of energy efficient homes
• Helping multiple institutional investors integrate sustainability considerations into investment guidelines and stewardship policies
• Advising an investment adviser in respect of a greenwashing enforcement action

Funds / Securities Laws

• Advising multiple US mid-market sponsors on the formation and distribution of investment vehicles employing strategies ranging from credit to leveraged buyout
• Representing a GCC-based fund sponsor on the establishment of two Shari’a-compliant real estate funds investing in the MENA region
• Acting for an insurer company’s registered investment advisor on the creation of its open-ended syndicated bank loan fund
• Structuring venture capital co-investments for various family offices
• Forming an Irish EuVECA fund investing in AI-focused startups
• Advising a global asset manager, following its acquisition, on the migration of its Luxembourg domiciled UCITS to its new parent entity
• Acting as independent counsel to the boards of several mutual funds
• Preparing authorization applications for various broker-dealers and investment advisers with regulatory bodies, as well as drafting compliance policies and procedures
• Providing advice relating to including cross-border registration of AIFs and non-EU AIFs in the UK and EEA Member States, including submitting AIFMD notifications

/Looking ahead

Private equity sponsors, in particular, are facing an increased compliance burden in the US, as well as evolving obligations in the UK and Europe. Consequently, firms need to consider the adequacy of existing compliance arrangements and prepare for change.