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No. There is no simplified marketing regime for sub-thresholds AIFMs to market AIFs to investors in Spain.



Reverse Solicitation

Reverse solicitation is not a legal concept Spanish law acknowledges. However, it is understood that such scenarios do not amount to marketing. As in most countries it is not entirely clear what constitutes reverse solicitation and how to prove it, but it is recommended to keep evidence of the original communication initiated by the potential investor. Local counsel accepted the following wording:

"Dear [●],

Many thanks for your email.

Please could you confirm by response to this message that, as it relates to your email below:

  • you are requesting, at your own initiative, and not at the initiative of [●] or any of its representatives, employees or agents, that we provide you with marketing materials (including but not limited to marketing pitch-books, private placement memoranda, due diligence questionnaires, limited partnership agreements, subscription documentation and similar) for the fund to be known as [●] (including any parallel funds, connected vehicles, co-investment vehicles and similar), when such materials become available;
  • as at the date hereof, neither [●] nor any of its representatives, employees or agents has presented you with any marketing or pre-marketing materials or information relating to [●]; and
  • you would like [●] and its agents, representatives and employees to make themselves available from time to time for potential discussions relating to [●].

Kind regards,..."

Please note that the CNMV has provided a broad guidance on the concept in one of its rulings which was thought on how the Spanish retail financial entities should deal with this practice.

In this sense, as a preliminary approach CNMV admits that reverse solicitation is permitted in Spain. Nevertheless, according to the CNMV rulings, it is difficult to argue that reverse solicitation exists when there is personal contact between the client and the fund. Furthermore, it cannot be accepted that the large majority of investors of the fund subscribed its commitment based on reverse solicitation: (i) during a short lapse of time; (ii) if it is made in the offices of the entity or cold callings (iii) or when an internal incentive policy for employees exists.

According to such criteria, when the subscription is made by internet, it is more understandable that the investor acted on its own initiative, provided that the fund is not included in any advertising campaign addressed to the general public in the moment in which the subscription was done.


Important Note

The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. The above information reflects the legal situation as of February 10, 2020. Before marketing a fund into the respective country, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.

In collaboration with: Broseta