financial services and investment management practice

Bowman Gilfillan is one of the premier corporate law firms in South Africa with offices in Johannesburg and Cape Town.

The firm has an association with Coulson Harney in Kenya and a relationship with Udo Udoma & Belo Osagie in Nigeria. Employing more than 300 specialised lawyers (including over 120 partners), with a total staff of over 600, the firm is widely recognised for its professionalism and superior legal services. As one of South Africa’s biggest and oldest corporate law firms, Bowman Gilfillan draws from a solid knowledge of the local business environment and an in-depth understanding of the country’s complex socio-political climate. Essentially, this enables us to offer technical legal services of the highest calibre in the context of sound, practical business advice.

Bowman Gilfillan’s committed and diverse team of corporate attorneys, years of experience in the industry and supreme legal expertise comprise a winning formula that has earned us a series of accolades, including South African Law Firm of the Year at the PLC Which Lawyer? Awards 2010.

Our legal services

The firm’s dynamic combination of local expertise and international presence has attracted high-profile clients both in South Africa and around the world. Investment banks, industrial conglomerates, financial institutions, government and state authorities are just some examples of clients who depend on Bowman Gilfillan to handle their corporate legal affairs.

Bowman Gilfillan’s extensive list of specialist legal services includes:

• Banking and Finance
• Bankruptcy, Insolvency and Restructuring Dispute Resolution
• Benefits (pensions, medical and incentive schemes)
• Capital Markets and Securities
• Commercial Property
• Competition and Trade
• Construction and Engineering
• Corporate and Commercial law
• Dispute Resolution
• Employment
• Energy
• Environmental, Natural Resources and Climate Change
• Financial Services and Investment Management
• Forensics and White Collar Crime
• Intellectual Property
• Litigation
• Maritime and Transport
• Mergers and Acquisitions
• Mining
• Oil and Gas
• Pharmaceutical and Healthcare
• Private Equity law
• Project Finance and Infrastructure Development and Public Private         
• Partnerships law
• Public and Regulatory
• Real Estate and Conveyancing
• Tax
• Technology, media and telecommunications

A global network of commercial and corporate law attorneys

Bowman Gilfillan has the unique advantage of operating as part of a global network of commercial and corporate law attorneys.

Many of our partners belong to the International Bar Association, and we are members of influential international intellectual property law organisations such as AIPPI (International Association for the Protection of Intellectual Property), the Licensing Executives Society, and FICPI (International Federation of Intellectual Property Attorneys). The firm’s directors also attend International Trade Mark Association, Marqes, Chartered Institute of Patent Agents and the Asian Patent Attorneys Association meetings on a regular basis.

As a member of Lex Mundi, the leading association of independent law firms in the world, Bowman Gilfillan works in close association with more than 160 international member firms and 21 000 lawyers all over the world.

Bowman Gilfillan is the exclusive South African representative of the Employment Law Alliance, the world’s largest and most important network of labour and employment lawyers.

Our presence in Africa

Bowman Gilfillan established the African Group to unite lawyers across the firm in providing integrated legal services to our clients throughout Africa. Focusing primarily on corporate law, commercial law and financial law, the Africa Group facilitates cross-border legal services of the highest global standards in Africa.

The Group serves corporations, financial institutions, parastatals and governments by offering the expert and timely legal advice they need in order to achieve their commercial objectives on the continent. The Africa Group’s dynamic relationships with prestigious commercial law firms across the continent, afford our clients excellent and dependable legal advice, irrespective of where they are based in Africa.

We have offices in Johannesburg and Cape Town. The firm has an association with Coulson Harney in Kenya. Our collaborative relationship with Udo Udoma & Belo Osagie, a leading Nigerian law firm, ensures a presence in the various African cities. We are members of Lex Mundi, the world’s leading association of independent law firms, with members in Algeria, Egypt, Ghana, Ivory Coast, Mauritius, Morocco, Namibia, Senegal and Tunisia. We work with leading law firms in other countries in Africa, with whom we have developed close working relationships over the years. We have carried out assignments in the following African countries and Mauritius:

Financial Services and Investment Management sub-practice group

The Financial Services and Investment Management practice is part of Bowman Gilfillan's Banking and Finance practice group and provides high quality legal advice to domestic and international clients on the legal and regulatory aspects of financial services and investment management.

Our practice group consists of seven directors, three senior associates, two tax executives and other junior attorneys with a wealth of experience in the law pertaining to financial services and investment management. This blend of professionals ensures that transactions are appropriately staffed with regard to the level of complexity and, in addition, that the practice group has sufficient depth, in the sense that there is cover and backup every step of the way. Bowman Gilfillan's strong commitment to transformation in the South African context also ensures that transactions are appropriately staffed from a transformation perspective.

The practice group's experience spans both domestic and cross-border transactions. Our practice group is continuously exposed to and has kept pace with international legal developments and with the service offering of leading law firms practicing in London, New York and other international and commercial centres, while leading the domestic markets in setting the standard for innovation and documentation standards.

Expertise

The Financial Services and Investment Management practice offers legal advice in relation to all legal aspects of investment management and financial services. Our practice regularly advises a broad range of clients on all aspects of South African regulatory work as it pertains to financial services and investment management, including advising domestic and foreign banks on South African banking law, and providing specialist advice on structured products, derivatives and the development of Islamic investment products. Our practice is recognised in the South African market for its exchange control expertise. Our practice also regularly advises on the establishment of collective investment schemes, hedge funds and other structured funds, drafting and negotiating investment management and advisory agreements and advising on custodial arrangements on the local exchanges. The practice also provides advice on the regulatory environment affecting private equity funds. In particular, the practice's areas of expertise include:

• establishing collective investment schemes, hedge funds and other structured funds;
• legislation and regulations affecting investment funds, investment/asset managers and investors;
• drafting and negotiating investment management agreements, custody agreements, investment advisory agreements and dealing agreements;
• custodial arrangements, including STRATE rules;
• derivative transactions including making successful representations to various industry bodies on Islamic finance particularly on the structuring of Islamic compliant financial products;
• securities trading and securities lending arrangements;
• reviewing prospectuses;
• reviewing private placement memoranda;
• subscriptions for interests in investment funds and negotiating side letters in relation to such subscriptions;
• legal due diligence exercises in relation to investment management and investment funds;
• the investment of pension fund assets;
• tax law in relation to investment funds, structuring of financial products and investors; and
• drafting legal opinions on the South African regulatory regime as it relates to financial services and investment management.

The practice has a particular competence in dealing with the Financial Services Board (the regulator responsible for regulating financial services, including approving the operation of foreign domiciled investment funds in South Africa).

The practice works closely with other practice groups in order to provide integrated advice to clients.

Notable transactions

Members of the sub-practice group have extensive expertise and experience advising our clients in relation to the legal and regulatory aspects as it pertains to financial services and investment management. Members of the sub practice group have acted in the following matters:

1. Advising and assisting Invesco with regard to collective investment scheme registration and deregistration in South Africa.
2. Advising and assisting Russell and Renaissance Capital with collective investment scheme registration in South Africa.
3. Advising and assisting SEI with the first UCITS III compliant fund registration in South Africa.
4. Advising Investec Asset Management, Rand Merchant Bank, Deutsche Bank, The Standard Bank of South Africa, Goldman Sachs International, BNP Paribas, ICICI, Invesco, Russell, Absa Bank, Absa Wealth Management, Nedbank, Barclays Wealth Management, Macquarie and Citigroup on the regulatory regime in South Africa pertaining to collective investment schemes.
5. Advising and assisting First National Bank, Invesco, First Rand Bank, RMB, JP Morgan, Macquarie, Deutsche Bank, Citigroup, Barclays Wealth,Absa Wealth and Standard Chartered Bank with understanding the regulatory framework in South Africa pertaining to the provision of financial services in South Africa and with lodging associated registration applications to the FSB where applicable.
6. Advising PIMCO Europe Limited, Aberdeen Asset Management PLC, South Eastern Asset Management and Colchester Global Investors Limited on the registration requirements for fund managers.
7. Advising and assisting Sanlam Collective Investments with the registration of an administrative financial services provider.
8. Advising and assisting Saxo Capital Markets South Africa and Sanlam Collective Investments with the formation and registration of nominee companies.
9. Incorporation and registration of Credit Suisse Securities (Johannesburg) (Pty) Limited as a financial services provider and member of the JSE Securities Exchange.
10. Advising and assisting Omnicom Finance Plc with the regulatory requirements and registration of their South African subsidiary.
11. Advising and assisting Investec, Deutsche Bank and Cadiz with their prime broking mandates.
12. Advising Renaissance Capital on the regulatory aspects of acquiring a brokerage.
13. Advising and assisting Sanlam Investment Management on the regulatory aspect of a network agreement with Independent Financial Advisors.
14. Advising the International Swaps and Derivatives Association, the International Capital Market Association and the Securities Lending and Repo Committee on the enforceability of the ISDA, GMSLA, GMRA, OSLA and GESLA Master Agreements in South Africa.
15. Advising Rand Merchant Bank, Citigroup, BNP Paribas, JP Morgan and Deutsche Bank on the enforceability of various provisions of the ISDA Master Agreement and the GMSLA Master Agreement including the enforceability of the collateral provisions contained in the above mentioned Master Agreements.
16. Advising BNP Paribas, Credit Suisse, Goldman Sachs International, Macquarie, Morgan Stanley, Barclays Wealth, Citigroup, General Electric Asset Management, Sumitomo Mitsui Banking Corporation and Nomura Asset Management on the Exchange Control regulations in South Africa and assisting, where applicable, with applications to the South African Reserve Bank.
17. Advising STRATE on custodial arrangements pertaining to dematerialised securities.
18. Acted for Goldman Sachs International in a number of complex derivative transactions including total retail swaps, credit default swaps and extinguishing swaps done on a back-to-back basis through an authorised dealer in foreign exchange.
19. Acted for Deutsche Bank, Bank of America, Merrill Lynch, Investec, Rand Merchant Bank, BNP Paribas, Nedbank and JP Morgan in negotiating interest rate and cross currency derivate transactions with various counter parties.
20. Advising Aviva Investors Sicav on mergers of sub-funds and de-registration. Also advised Aviva on private placement arrangements.
21. Advising IG Markets Limited on its CFDs business in South Africa.

• Aberdeen Asset Management
• Absa Bank
• ABN Amro
• African Rainbow Minerals
• Alexander Forbes
• Aviva Investors Global Services Limited
• Bank of America Merrill Lynch
• Bank of New York Mellon
• Barclays
• Barclays Capital
• Barloworld
• China Construction Bank
• China Development Bank
• Citigroup
• City of Johannesburg
• Colchester Global Investors Limited
• Coronation Fund Managers
• Credit Suisse
• Datatec
• DBSA
• Denel
• Deutsche Bank
• Dölberg Group
• Ericsson
• Eskom
• Export Development Canada
• First Africa
• First National Bank
• FirstRand Bank
• Fitch
• Goldman Sachs
• Grindrod Bank
• IBM
• IG Markets Limited
• Investec Asset Management
• Investec Bank
• JP Morgan
• Liberty
• Macquarie
• Mitsubishi UFJ Financial Group
• Morgan Stanley
• Nedbank Capital
• Nedbank Corporate
• Old Mutual
• Old Mutual Specialised Finance
• Omnicom Finance Plc
• PIMCO Europe Limited
• Public Investment Corporation Limited
• Rand Merchant Bank
• Renaissance Capital Limited
• Royal Bank of Scotland
• Saxo Capital Markets South Africa
• Sanlam
• Sanlam Capital Markets
• Sanlam Collective Investment
• Sanlam Investment Management
• South Eastern Asset Management
• Standard Chartered Bank
• Standard Bank
• Sumitomo Mitsui Banking Corporation
• Swiss Re
• T. Rowe Price International Ltd
• Virgin Active

We also work regularly with, amongst others, the following international law firms: Allen & Overy, Baker & McKenzie, Berwin Leighton Paisner, Clifford Chance, Denton Wilde Sapte, Freshfields, Latham & Watkins, Linklaters, Mayer Brown, McDermott Will & Emery, Paul Weiss, Sherman & Sterling, Simmons & Simmons, Slaughter & May, Morrison & Foerster LLP and Minter Ellison Lawyers.