Catherine Pogorzelski has significant experience of advising fund managers and investors on structuring, forming and investing into alternative investment funds, particularly within the private equity, real estate and debt fund sectors. She combines excellent technical knowledge of the local legal environment and global market practice with a solution-driven approach.
Catherine also helps clients with fund distribution, regulatory matters such as SFDR (sustainability and ESG compliance requirements), general corporate law and, in particular, transactional work relating to investment funds and investment management related financial services.
She assists on all legal aspects impacting alternative investment fund managers, fund management entities and their service providers. These include fund and investment management operator structuring, regulatory compliance and ongoing activities.
Catherine has written and co-authored publications and is a regular speaker and lecturer on fund structuring and formation, private equity and AIFMD related topics (House of Trainings, LPEA and ALFI).
Prior to joining DLA Piper as a partner in 2014, she worked for a top-tier law firm in Luxembourg, and in the New York and Luxembourg offices of a leading Benelux law firm.
Catherine serves as co-chair of LPEA’s legal committee. She is also a founding member and member of the board of directors for Dress for Success Luxembourg ASBL, a not-for-profit organisation that provides suits and accessories to disadvantaged women returning to or entering the workforce.
Catherine's experience includes advising:
- One of the world's leading real estate asset managers, on the structuring, setting up and launch of a EUR1.5 billion cross-border Real Estate Fund of Funds platform focusing on the Asian market and organized as a special limited partnership (SLP) qualifying as reserved alternative investment fund (RAIF), and on the deployment of its investment strategy.
- An alternative credit provider, which has supported growth funding for over 120 entrepreneurial businesses across Europe, on structuring, establishment, investor negotiations and first closing of a EUR300 million Luxembourg alternative investment fund. This is organized as a Luxembourg special limited partnership whose investment strategy is to invest and provide debt financing to European growth businesses (SMEs and MidCaps corporate debt), predominantly in the technology, life sciences and environmental sectors in multiple European jurisdictions.
- A leading investment management firm exclusively focused on alternative real assets, headquartered in Chicago with more than 185 employees and approximately USD29 billion in assets under management, on the structuring, establishment and launch of a complex parallel fund structure composed of 2 RAIFs investing in student accommodation, healthcare assets and other specialty residential investments (such as micro-housing, the private rented sector, serviced apartments and co-living) in Europe and the UK; and on the structuring, establishment and formation of co-investment platforms investing alongside the main funds.
- A leading Finnish real estate developer and manager on the launch of its first carbon-neutral real estate fund and its Article 9 (dark green fund) requirements, including, in particular, the drafting of relevant pre-contractual disclosures following the implementation of the European regulation on sustainability‐related disclosures in the financial services sector (SFDR)
- A leading US asset manager on the structuring, implementation and launch of a Luxembourg multi-compartment and multi-strategy alternative investment fund platform, organized as a special limited partnership (SLP) qualifying as reserved alternative investment fund (RAIF), aiming to serve as European distribution platform, with each compartment investing in parallel with US investment funds.
- The first ever Luxembourg-based European Venture Capital Funds Manager under the EuVECA label, on the structuring, regulatory application, launch and fund raising of a venture capital fund organized as a special limited partnership, whose investment strategy is to invest in the fastest growing digital-native companies, predominantly in Europe, that have the greatest likelihood of becoming next-generation industry category champions.
- A space-powered radio frequency reconnaissance company on moving from a startup to an emerging corporate, on being the first-ever Luxembourg issuer whose instruments are admitted to listing and trading on the Australian Stock Exchange.
- A multinational power management company on a global and multi-jurisdictional intra-group restructuring program. Several contributions of foreign companies have been made to the equity of the Luxembourg companies, whose aggregate value exceeded USD1 billion.
- A leading company in green energy, on the due diligence review, negotiation of fund documents, side letters and execution of its EUR50 million investment in S.A. SICAV-RAIF, investing in a diversified portfolio of largescale renewable energy generation assets, in Nordic countries and Europe, with a focus on sourcing projects with sustainability in environmental, social and governance (ESG) criteria.
- A sovereign wealth fund, on a major co-investment project in Luxembourg, performing legal, tax and regulatory due diligence and a review of the target structure in Luxembourg.
- Luxembourg Bar School (cours complémentaires), University of Luxembourg, 2005
- Université de Nancy (France), Master's Degree in Business Law, 2004
Awards and Recognition
- Ranked lawyer, Investment Funds, Luxembourg, Chambers Global and Europe 2022
- Recommended lawyer, Commercial, Corporate and M&A, and Investment Funds, Luxembourg, The Legal 500 EMEA 2022
- Highly regarded in Investment Funds, Luxembourg, IFLR1000, 2020-22
Publications and Media
- 2020-2025 Legal Outlook – Get Ready For The Roller Coaster, LPEA E-nsights Conference, 25 November 2020
Memberships And Affiliations
- Founding member and member of the board of directors, Dress For Success Luxembourg
- Co-Chair of the Legal Committee, Luxembourg Private Equity and Venture Capital Association (LPEA)
- Active member, Association of the Luxembourg Fund Industry (ALFI)
My latest insights
EC’s proposals for reform of AIFMD and the ELTIF regime – how will the changes affect real...
28 April 2022 .7 minute read