ALTER LEGAL

Alter Legal is a Spanish independent law firm that offers full legal advice to domestic and international companies, financial institutions, family groups and investors who carry out their activities in our local and global economies.   We have close relationships with leading law firms specialized in corporate finance and investment funds in the most relevant jurisdictions. Alter Legal is formed by a team of professionals highly specialised in investment funds (both in relation to domestic and international structures), in the establishment of fund management/advisory companies, and the transactions carried out by such entities.    

Investment Funds

Large experience in structuring private funds/carried interest schemes in a number of jurisdictions, including FIL, FCR, SCR (Spain), Limited Partnerships and Limited Liability Partnerships (Delaware, England, Scotland, Guernsey, Jersey, Cayman Islands, BVI, Ontario, etc.), SICAR, SIF, SOPARFIS (Luxembourg), FCPI (France), LLC (US), QIF, PIF (Ireland), German KG, Dutch BV, Madeira, Malta, Swiss and Swedish holdings, and others.

 

Design and implementation of management/advisory structures.

 

Election of the vehicle: profile and location of investors, asset class and location of investments; open-ended/close-ended fund; regulated/unregulated investment vehicle; Spanish/international vehicle; private banking vehicles: regulatory, tax and commercial issues.

 

Design and structuring of the first projects in Spain with multi jurisdiction parallel funds and master/feeder structures, involving Spanish FCR, Anglo-Saxon limited partnerships, Luxembourg SIF/SICAR, etc.

 

Design and implementation of tax efficient carried interest structures and incentives to management teams and executives.

 

Agreements between the sponsor and the team; Leavers & Joiners arrangements. Structuring investments by sponsor/team (direct investment in the fund/co-investments).

 

 
Design of investment structures and financing to fund/investee companies with hybrid products.

 

Taxation: tax planning from the perspective of the fund/investors/co-investors/ sponsor-team. Tax optimization of the fund’s investment/divestments.

 

Regulatory issues regarding domestic and international institutional investors (Spanish insurance companies and pension funds, AIFM Directive, US pension funds -ERISA issues-).

 

Placement agent agreements.

 

Confidentiality Agreements and Side Letters.

 

Advising investors (such as funds of funds and/or institutional investors) with respect to investments in private funds.

Alter Legal Team

Carlos De Cárdenas

EDUCATION
Law Degree from Universidad Autónoma de Madrid (1995), and Master in Law in European Comparative Law from Universidad Carlos III (Madrid, 1997). Admitted to the Madrid bar association (1995) and qualified as a solicitor of England and Wales (1998).

EXPERIENCE Carlos de Cárdenas specialises in advising private equity managers in relation to the structuring of both local and international funds, including buyout, venture, real estate, debt/mezzanine, natural resources funds, funds of funds, secondary transactions, carried interest arrangements, and a broad range of transactions relating to the restructuring of private equity funds, structuring of special purpose vehicles for investment into private equity and the establishing of fund managers. He also acts for a number of investors investing in Spanish and international private equity and real estate investment funds.

Carlos has advised a large number of private equity houses and investors including Altamar Capital, Inversiones Ibersuizas, Arcano Capital, Gala Capital, MCH Private Equity, Altan Capital, Inova Capital, GED Iberian Private Equity, Atlas Capital Private Equity, as well as international institutions investing into private equity such as the European Investment Fund or the European Bank for Reconstruction and Development, and the Spanish Government in relation to its investments in private equity funds.

Carlos worked for SJ Berwin from 1999 to 2008 (now King & Wood Mallesons), being one of the founder members and one of the heads of the Private Equity Team in the Madrid office. He also worked for the European Investment Fund in Luxembourg, Barlow Lyde & Gilbert in London and Rodés & Sala (2008-2009), were he was the head of the Private Equity Area.

LANGUAGES
Spanish and English.

Alejandra Font

EDUCATION
Law Degree from the Autónoma University of Madrid (1997) and member of the Madrid Bar Association since 1997.

EXPERIENCE
Alejandra worked for SJ Berwin from 1999 to 2005 (now King & Wood Mallesons), being one of the founder members of the Private Equity Team in the Madrid office. She also worked for Rodés & Sala as one of the heads of the corporate and private equity team. Previously, she worked at the legal department of CEPSA (Madrid), Twelve Stars Communications (London) and Waterson Hicks Solicitors in London.

Alejandra specialises in corporate and commercial law, providing advice to Spanish and foreign corporations in relation to M&A transactions, buy-outs, buy-ins, shareholders agreements, sale and purchase agreements, regulatory issues as well as legal and regulatory advice to fund managers in relation to fund formation and transactions.

Alejandra has advised a large number of private equity houses, investors and corporations including Arcano Capital, Nazca Capital, MCH Private Equity, Altamar Capital, Uninvest, Nmas1 Eolia, BCN Ventures, Talde Gestión, Riva & García, Valmenta, CMC XXI, Lombard Odier Darier Hentsch Private Equity, Iberhispania Capital, SI Capital, Abraxa. She has also advised the Spanish Government in relation to its investments in private equity funds.

LANGUAGES
Spanish, English and Catalan.

Victor Doménech

EDUCATION
Law Degree in the Universidad Complutense of Madrid (1998). LLM in corporate tax in the Instituto de Empresa in Madrid (“Master en Asesoría Fiscal de Empresas”). Member of the Madrid Bar Association since 1999.


EXPERIENCE

His work focuses on the provision of tax and legal advice to national and international private investment funds, corporations and their management teams, in particular in connection with the formation and operations of investment funds (buyout, venture capital, debt, real estate, energy, etc.), international tax planning, M&A, corporate finance and regulatory issues.

He has advised numerous investment funds and corporations, such as Ibersuizas, Gala Capital, MCH Private Equity, Inova Capital, Atlas Capital, Nazca Capital, Trafalgar Funds, Credit Suisse, the European Bank for Reconstruction and Development and the Spanish Government in relation to its investments in private equity funds.

He worked as a senior associate in the Private Equity team of SJ Berwin from 1999 to 2008 (now King & Wood Mallesons). He also worked for Rodés & Sala from 2008 to 2009.

LANGUAGES
Spanish, English and French.[

Manuel García-Riestra

EDUCATION
Law Degree with Specialisation in European law at the Universidad San Pablo CEU of Madrid (2000). DESUP Etudes économiques et juridiques de l`Union Européenne at Université Paris I – Panthéon Sorbonne (2001). LLM in International Business Law with Merit, University College of London (2003). Member of the Madrid Bar Association since 2004.

EXPERIENCE
Manuel is specialised on the establishment and structuring of closed ended investment funds (including private equity, venture capital, debt, special situations, infrastructure and real estate funds), collective investment schemes and its ancillary corporate law implications, establishment of management entities, primary investments, co-investments and secondary market transactions.

He has advised numerous investment funds including Triton Capital, Magnum Capital, N 1, Portobello Capital, Realza Capital, Alteralia, Oquendo Capital, Impala Capital, Inova Capital and Nereo Green Capital as well as various investors in primary investments, co-investments and secondaries transactions including Altamar Capital, Fonditel, BBVA, Bankia, BCEISS, ABANCA, Headway Capital, Electra Capital, SL Capital and the European Investment Fund.

He worked as a associate in the M&A department of SJ Berwin (now King & Wood Mallesons) during 1 year, including a 6 months secondment to the London office, and between 2005-2015 he was a member of the International Funds team of SJ Berwin including a 1 year secondment to its London office to assist in the fundraising of Triton Capital IV and in several co-investments and secondaries transactions.

LANGUAGES
Spanish, English and French.