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C&S fund expert Antti Vepsä’s peer-reviewed
article on the capital system of variable-capital investment
companies has been published in the latest yearbook Oikeustiede
– Jurisprudentia LV:2022 by the Finnish Lawyers’
Association. In his article, Mr Vepsä offers an analysis on
what kind of capital system would be functional in variable-capital
investment funds established as companies, i.e. variable-capital
“The limited liability company is not a very suitable
corporate form for fund formation. In addition to direct regulatory
barriers, there are many other reasons for this. One of the most
essential reasons concerns the capital system of the limited
liability company. It is not sufficiently flexible for the needs of
fund management activities”, Mr Vepsä says.
That is why the capital system of a fund established as a
limited liability company, i.e. an investment company, cannot be
the same as in current limited liability companies. Investment
companies must account for the particular boundary conditions of
fund management activities, which require the capital system to be
especially adaptable to the needs of the investment funds business.
These boundary conditions include the ongoing possibility to
increase and decrease share capital and to distribute dividends
The general consensus is that the challenges of the capital
system of limited liability companies can be solved with special
regulation on variable-capital investment companies, which Finland
does not currently have. Such investment companies are globally
used as the legal structure of funds, and they are particularly
common in other parts of Europe. The funds industry stakeholders
consider the preparation of regulation on investment companies an
important reform area for the regulation of collective investment
schemes in Finland.
As a senior associate, Mr Vepsä specialises in advising our
clients on the structuring, promotion and management of alternative
investment funds, UCITS funds and other types of collective
investment schemes. In his career, he has been involved in
establishing dozens of UCITS funds and alternative investment funds
as well as fund investments. With a versatile and extensive
background in funds, Mr Vepsä is able to provide the
business-oriented advice he is well known for. He is currently
writing a doctoral dissertation on the regulation of
variable-capital investment funds established as companies at the
University of Tampere. He actively takes part in academic debate in
his field and is one of the leading researchers in Finland. This is
the second article Mr Vepsä has published this year.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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