Luxury Assets & Special Purpose Vehicles: Unlocking Investment Opportunities

Owen D. Kurtin | Kurtin PLLC

Owen D. Kurtin’s practice focuses on corporate, commercial and regulatory representation of both mature and early stage companies, investment funds, investors and lenders in the Biotechnology & Life Sciences, Communications & Media, Information Technologies, Blockchain & Internet, Satellites & Space and Venture Capital & Private Equity sectors.

Owen handles a wide range of M&A and private equity transactions, including buyouts, spin-offs, divestitures and roll-ups; cross-border joint ventures and strategic alliances; securities offerings and private placements; and financial and strategic investments. He counsels company boards and officers on their fiduciary obligations, ’33 Act securities issuances, ’34 Act reporting obligations and other governance issues, and shareholders and creditors on their rights. He has also designed and implemented “Swiss Principal,” “Master Feeder” and related profitability- and efficiency-maximizing corporate governance structures for multinational enterprises and onshore and offshore investment funds.

Owen also negotiates complex, high value commercial relationships for the development, financing, manufacture, sale, licensing, leasing, distribution and deployment of biotech and life sciences products; satellite, terrestrial and submarine broadband telecommunications and media networks; artificial Intelligence (AI), machine learning (ML) and robotics; blockchain, Fintech, cryptocurrencies, digital assets and non-fungible tokens (NFTs); and data privacy and cyber security.

Owen has represented clients on cross-border transactions throughout Western and Eastern Europe; the Middle East and Persian Gulf; and Central, South and East Asia, including foreign investment (CFIUS) and technology export (ITAR and EAR) issues. He is fluent in French.

Owen is a frequent speaker in North America and Europe, commentator for financial television and radio and published author on telecommunications, satellite and IT sector M&A, industry trends and regulatory matters. He is cited in the Practical Law Company Communications & IT Handbook (the only U.S. lawyer with “highly recommended” ratings for both telecommunications and IT/e commerce); The International Who’s Who of Business Lawyers; An International Who’s Who of Telecoms Lawyers; and Global Communications. He is a Sustaining Life Fellow of the American Bar Foundation. He was, from 2004 to 2013, the monthly finance columnist for Via Satellite magazine.

I. What are SPVs? | 1:00pm – 1:20pm

II. How are SPVs used? | 1:20pm – 1:40pm

• Raising capital
• Cryptocurrency and digital tokenization
• Securitization and insurance
• Financial engineering
• Investment and acquisition vehicles
• Holding illiquid assets and asset transfer
• Hedging risk and market volatility
• Multiparty investment and ownership
• Limitation of liability and pass-through taxation

III. SPVs’ role in the luxury asset market (expanded issues discussion) | 1:40pm – 2:00pm

• Art
• Jewelry
• Collectibles (rare watches, vintage cars, fine wines)
• Yachts
• High end real estate

Break | 2:00pm – 2:10pm

IV. Choice of SPV structure and jurisdiction (onshore and offshore) | 2:10pm – 2:40pm

• LLC v LP: Limited liability and pass-through taxation
• Securities law issues re investments (expanded issues discussion)
• Investor protection
• Disputes
• Onshore jurisdictions (expanded issues discussion)
  • Delaware
  • South Dakota
  • Wyoming
  • Puerto Rico
  • No-Income tax states
• Offshore Jurisdictions (expanded issues discussion)
  • Caribbean: British Virgin Islands (BVI), Cayman Islands, Curacao, Bermuda
  • Europe: Luxembourg, Jersey and Guernsey, Malta
  • Asia: Singapore

V. Legal and regulatory pitfalls | 2:40pm – 3:10pm

• Money laundering laws
• Know your customer laws
• Foreign Corrupt Practices Act (FCPA)
• FATCA
• Dodd-Frank
• Basel III accords
• International financial reporting standards (IFRS)
• Foreign local laws