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Barry Stimpson

Partner

020 3319 3700

barry.stimpson@keystonelaw.co.uk

Barry is a partner with over 30 years’ experience of advising on investment funds, corporate transactions, and financial services regulation. He advises fund managers, investors, and professional services firms on the establishment and operation of investment funds, including real estate, venture capital, private equity, and hedge fund structures.

He also advises LLPs and partnerships on their constitutions and business issues.

Barry’s projects include joint ventures, mergers and acquisitions, corporate fundraisings, and cross-border transactions. He works closely with our tax, private equity, real estate, and financial services teams.

Expertise

Barry advises fund and asset managers on a wide range of service provider arrangements, helping clients establish and negotiate the agreements required for the effective operation and administration of investment funds.

Experience

  • Advising on administration agreements for onshore and offshore funds.
  • Advising on depositary agreements.
  • Advising on regulatory hosting agreements for earlier-stage managers.

Barry advises fund managers on the marketing and distribution of investment funds, including the preparation of marketing materials, cross-border strategies, and the regulatory requirements and restrictions that apply when promoting funds to prospective investors.

Experience

  • Advising on teasers and placement memoranda for investment funds.
  • Advising on cross-border marketing strategies.
  • Advising on the regulatory implications and restraints of marketing strategies.

Barry advises fund managers on the restructuring, extending, and winding up of investment funds, including changes to fund constitutions, asset distributions, and the transfer or contribution of investments as part of wider restructuring arrangements.

Experience

  • Advised a fund manager on the extension of the life of its fund and related changes to its constitution.
  • Advised on the distribution of assets and winding up of a venture capital fund.
  • Advised on the contribution of warehoused investments into a newly launched fund.

Barry advises fund managers and investment businesses on the structuring and formation of a broad range of investment funds, including real estate, private equity, venture capital, lending, and insurance funds, both onshore and offshore.

Experience

  • Established real estate funds as GP/LP funds, Jersey Property Unit Trusts, corporates, and LLPs.
  • Established private equity and venture capital funds, both onshore and offshore.
  • Established lending and insurance funds.
  • Prepared LLP agreements and shareholders’ agreements for fund managers and fund advisers.
  • Established co-investment funds for investment fund transactions.

Barry advises institutional investors on investments across a broad range of asset classes, covering regulatory considerations, due diligence, side-letter negotiations, and secondary transactions, including investments in private equity and real estate funds.

Experience

  • Advising investors on their regulatory status, obligations, and potential liabilities when investing in funds.
  • Conducting due diligence reviews and side-letter negotiations for LP investors in private equity and real estate transactions.
  • Advising buyers and sellers on secondary transactions.

Barry advises fund managers on investment advisory, sub-advisory, and discretionary management arrangements across a range of investment classes, including the negotiation and structuring of agreements for both onshore and offshore funds.

Experience

  • Negotiating advisory and sub-advisory agreements for onshore and offshore funds.
  • Advising on management agreements for funds active across all investment classes.
  • Advising on managed account arrangements for sector-specialist funds.

Barry advises regulated businesses and fund managers on mergers, acquisitions, and disposals, helping clients to navigate both the corporate and regulatory considerations involved in transactions concerning fund management and other regulated businesses.

Experience

  • Advised on the merger of two hedge fund management companies.
  • Advised on the acquisition of a fund management business of Irish investment vehicles by an English fund manager.
  • Advised on the sale of a regulated firm to a private equity-backed buyer.

Barry advises fund and investment managers on the structuring and formation of club deals, with particular experience in real estate structures and the regulatory considerations surrounding internally and externally managed investment arrangements.

Experience

  • Advised a well-known real estate fund manager on over 40 club deal structures.
  • Giving regulatory advice on structuring club deals as internally managed and externally managed funds.
  • Advising on structuring club deals to fall outside the parameters of fund legislation.

Barry advises companies and investors on angel investment and early-stage fundraising, including equity fundraising, start-up investment, and transactions involving businesses operating in sectors such as fintech, medical devices, and consumer products.

Experience

  • Acted for a drinks company on its equity fundraising and relaunch.
  • Advised a medical devices company on its start-up fundraising.
  • Advised angel investors on a fintech fundraising.

Barry advises trading companies, investment businesses, and fund managers on capital restructurings and corporate reorganisations, including the creation of holding structures, establishment of additional subsidiaries, and reorganisations undertaken ahead of a sale.

Experience

  • Advised a fund manager on a capital restructuring to add a holding company and additional trading subsidiaries.
  • Advised a trading group on its pre-sale reorganisation.
  • Advised an investment company on restructuring its portfolio, including LLP and company structures.

Barry advises fund managers and investment businesses on company formations and corporate structuring, including establishing international operations, joint ventures, and structures supporting fund management and real estate activities.

Experience

  • Advised a fund manager on the structure of its operations in the Far East, UK, and Europe.
  • Advised on establishing a fund management joint venture in the VC space.
  • Advised on the restructuring of real estate JVs into a group structure.

Barry advises investors, developers, and trading businesses on establishing and structuring joint ventures, with particular experience in arrangements relating to residential development, build-to-rent projects, and property redevelopment opportunities.

Experience

  • Advised on a joint venture for a residential real estate development in Western England.
  • Advised on a joint venture for a build-to-rent development in Greater Manchester.
  • Advised on a joint venture for a property redevelopment in North West England.

Barry advises lawyers, accountants, fund managers, and advisors on their structure, constitutions (as LLPs and companies), and business matters.

Experience

  • Converted over 20 partnerships and companies to limited liability partnerships.
  • Advised on the merger of two leading London-based law firms.
  • Advised on a prominent merger of two accountancy firms.
  • Advised on the combination of a UK national firm with a US national firm.
  • Advising on term hires and member dismissals.

Barry advises family offices on their constitutional and staffing arrangements and the due diligence and terms of their making investments.

Experience

  • Advised a family office on the acquisition of a portfolio of investments by way of secondary transaction.
  • Advised a family office on its primary investment in a number of Jersey funds.
  • Advised on performance bonus arrangements for senior managers at a pan-European family office.
  • Advising on regulatory matters regarding the setting up of a family office.
  • Advising on the entity structure best suited to the needs of a number of family offices.

Please note: The experience list above may include examples of work completed prior to joining Keystone Law.

Recognition

Recognised in Chambers UK for Partnership: Non-contentious 2020-2027

Listed as a Financier Worldwide Investment Funds Power Player

“He is a pleasure to work with.”

Chambers UK 2027

Barry qualified as a solicitor in 1987. Prior to joining Keystone Law in 2026, he worked at the following firms:

  •  Shoosmiths
  •  UBS
  •  Linklaters