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Advising on Securities and Financial Markets Regulations

We work in close collaboration with other international law firms to ensure the highest level of expertise in the context of cross-border transactions (e.g. Luxembourg, USA, UK, Ireland, Switzerland, etc).

Monaco is not a member of the EU or the EEA and European passporting principles do not apply. The Principality has specific rules regarding financial activities with a specific Monaco regulator, the Commission de Contrôle des Activités Financières (CCAF).

We advise on a wide scope of Private Banking and Investment/Wealth Management services, both UCITS and non-UCITS funds (mutual/pension funds, hedge funds, endowments, fund of funds, alternative funds), including on offerings and distribution to various categories of investors in Monaco (Institutionals, Family Offices, High Net Worth Individuals, etc) as well as on the various agreements/documentation involved in the distribution and offerings of investment products and portfolio management services, whether on-shore or cross-border.

As a natural extension of our M&A expertise, we advise on all aspects of Private Equity / LBO transactions during the pre and post-closing phases.

Our practice in Wealth and Investment Management Regulations includes:

  • Marketing of securities and investment funds, private placements, rights issues, exchange and tender offers as well as private placements. Review of private placement memoranda, marketing and offering documentation (selling legends, disclosures, wrappers and waivers) and assessment of information memos, portfolio reports, marketing presentations, investment recommendations, etc.
  • Distribution of financial instruments, structured products and funds (open-ended, close-ended, AIFs, UCITS, hedge funds, etc.) in Monaco through placement agents, locally registered intermediaries, cross border or with a local chaperon.
  • Advice on restrictions and exemptions, advertising and soliciting in the Principality including investment services on mobile and tablet applications, online and remote provision of financial services and products, trading platforms, virtual data rooms and websites.
  • Preparation and update of internal Cross-border Manuals and Guidelines for major banking and financial institutions.
  • Drafting and revising discretionary management mandates, advisory agreements, General Terms & Conditions, Country Manuals, Guidelines and Procedures including Monaco conduct of business rules, due diligence, suitability and appropriateness, remuneration conditions, types of financial instruments, certification, MiFID, EMIR, FATCA, Voluntary Disclosure, etc.
  • Credit Agreements, Lombard loans, securities lending, Framework Agreements, Pledge Agreements and floating charges, margin calls and situations of market stress.
  • Structuring external asset management activities between EAMs and depositary banks.
  • Regulatory requirements in respect of business introducers and referrals.
  • Offerings in connection with employee schemes.
  • Banking monopoly and regulatory analysis in respect of orders transmission tools and cross-border straight-through processing.