
Corporate
Directors, accounts and governance for cross-border companies.
Learn moreEyes on the opening. Ready for the close.
When the market window opens, you need to be ready. We build ahead so when anything is needed, nothing waits. From SPV set up to governance, accounting and reporting, we’ll work in step with your lawyers and advisers to keep the wheels in motion until the deal is sealed.
SPV administration in Jersey means forming and running the special purpose vehicles (SPVs) behind your deals. Issuer SPVs. Holding SPVs. Orphan SPVs, held outside the originator's group. VG sets them up and keeps them in good order for the life of the transaction.
That covers formation and domiciliation, a registered address, directors, a company secretary and governance. It also covers accounting, tax and reporting under the Foreign Account Tax Compliance Act (FATCA), done on time and properly documented.
Our issuer SPV services are used by originators, arrangers, lead legal counsel and structurers across structured finance, specialty finance and real estate debt. We usually act for the issuer SPV. Where the deal needs it, we can also act as trustee or agent, so more of the transaction sits with one team.
You'll know exactly how we work and where your work is with us at every stage. No surprises. Cut time, not corners.
A cash escrow agent holds money for the parties to a deal until agreed conditions are met. Then it pays out. Not before. VG acts as cash escrow agent in the UK and Jersey on M&A, property and finance transactions.
Here's how it works. Before any money moves, the parties agree the release conditions in an escrow agreement. That might be completion, a regulatory approval or the end of a warranty period. We hold the cash in a separate account. When the conditions are met and the agreed instructions arrive, we release it.
What if the parties disagree? The money stays put. We only release it as the escrow agreement allows, typically on joint written instructions or a court order. (Please confirm the currencies that VG can hold.)
M&A deal teams; corporate treasuries and their lawyers get an escrow agent that works to the deal timetable. You'll always know where the money is and what has to happen before it moves.
An independent loan agency in the UK puts a neutral party between borrower and lenders. As facility agent, VG administers the loan under the loan documents: notices, lender records, interest and fee calculations, and payments in and out.
Facility agent or security trustee? It's a common question. The facility agent runs the loan's administration. The security trustee holds the security, such as charges over property or shares, on behalf of all the lenders, and enforces it if needed. Both act on the lenders' instructions. One firm can do both. VG does.
Our facility agent services are used by private credit funds, direct lenders, specialty finance and real estate debt managers. Decisions such as waivers, amendments or acceleration follow lender instructions, at the thresholds set in the documents. We run the process. The lenders make the call.
You'll know exactly how we work and where your work is with us.
Security trustee services in the UK keep a loan's security in one place. The security trustee holds the security on trust for all the lenders, so it doesn't have to be re-registered each time a lender changes. VG acts as security agent and security trustee for lenders and their lawyers.
Here's how the role works. We act on the lenders' instructions, usually from the majority lenders as defined in the documents. We don't make commercial decisions for the lenders. We don't monitor the value of the security unless the documents require it.
If enforcement is needed, we act on instruction. Steps such as appointing a receiver or selling secured assets happen only when the lenders direct them, and the proceeds are paid out in the order the documents set.
That's the role. Clear limits followed precisely.
A note trustee represents the holders of a bond or note issue. The trust deed sets out the issuer's obligations, and the note trustee holds the benefit of them for the noteholders. VG acts as note trustee in the UK on bond and structured finance issues.
Most of the time, the work is administrative and steady. Keeping track of the noteholders. Monitoring the issuer against the terms of the notes. Handling consents, amendments and noteholder meetings as the trust deed requires.
If something goes wrong, the role changes. The note trustee acts on noteholder instructions, given by resolution or by the required share of holders, in line with the trust deed. We follow the documents precisely, and we tell noteholders clearly what we can and can't do.
Issuers, arrangers and their lawyers get a note trustee that understands the paperwork and responds quickly.
A calculation agent and cash manager works out what is owed on a transaction, and makes sure the money goes where the documents say. VG acts in both roles for lenders, issuers and fund managers.
As calculation agent, we work out interest and other amounts due under the transaction documents. As cash manager, we run the transaction accounts, reconcile them and apply payments in the right order through the payment waterfall. Every figure is recorded and every payment can be traced.
We also handle record keeping and reporting to the European Securities and Markets Authority (ESMA) standards, where your transaction requires it.
Small errors in a waterfall don't stay small. That's why we check, reconcile and document as we go. You get accurate numbers, on time, with a clear record behind them.
A data trustee holds data or records for a transaction and releases them only under agreed rules. A collateral agent holds collateral rights on behalf of the secured parties. VG acts in both roles for lenders and financial institutions.
Both roles do the same basic job. They hold something important, keep it safe and release it only when the documents say so. No early release. No informal workarounds.
That matters when borrower data, records or collateral sit at the heart of a deal. The parties agree the release rules up front. We follow them precisely and keep a clear record of what was held and when it moved.
Structured finance administration covers the issuer-side work that keeps a debt deal running. VG acts for originators, arrangers, lead legal counsel and structurers, establishing and administering debt capital markets transactions.
Our team works across public and privately placed bonds, asset-backed securities (ABS), residential and commercial mortgage-backed securities (RMBS and CMBS), collateralised loan obligations (CLOs), project finance and other structured deals.
We usually act for the issuer special purpose vehicle (SPV). Where your deal needs it, we can also provide trustee and agency services, so fewer handovers sit between the parties.
Deal timetables don't move for anyone. We work to yours, and you'll know exactly where your work is with us.
Sukuk and Shariah-compliant financing need the same discipline as any debt deal, with an added layer of care. Sukuk are Shariah-compliant investment certificates, often called Islamic bonds. Instead of paying interest, they give holders a return linked to underlying assets.
VG can act in the roles these deals need, including issuer SPV, trustee and agent. Your Shariah advisers approve the structure. We administer it.
Shariah-compliant financing goes beyond sukuk. VG has used a Commodity Murabaha to help a client expand a property portfolio through Shariah-compliant lenders. Read the case study to see how it worked.
Lenders, corporates and their lawyers get a team that understands both the documents and the cultural requirements behind them, and the importance of getting both right.
TISE listing services help you list debt and real estate instruments on The International Stock Exchange (TISE). VG is a TISE listing member and can act as listing agent or sponsor for issuers and their lawyers.
Listing gives your securities a recognised exchange home, with the transparency that comes with it. We prepare and manage the listing application and work with TISE through the process. Once listed, ongoing obligations apply under TISE's listing rules. We keep track of them, so your listing stays in good standing.
Already using VG for the SPV, trustee or agency roles? Your listing can sit with the same team.
Named people, not a department
Cliff has spent more than 25 years in structured finance, originating and structuring fund finance, securitisation and asset finance transactions across a wide range of asset classes. Based in London, he is the Head of VG’s Capital Markets business. He structures complex transactions and delivers them on tight timeframes, without cutting corners. He knows every stage of a deal, from origination and credit to document negotiation and execution, and brings regulatory expertise to client boards as an experienced director.
The proof? Cliff headed up the European fund finance business, set up the first independent fund finance advisory business in the European market, and spent over 10 years as Global Head of Capital Markets and Funds in the corporate services market. His latest project is a new sports financing structure designed to streamline the market.
Specialist lenders, banks and structured finance lawyers work with Cliff on securitization, warehouse finance, fund finance (including subscription lines and NAV), escrow and real estate finance. You deal with him directly, and he has been doing this for more than 25 years.
Patrick spent more than 10 years in aircraft leasing at Stellwagen and Orix Aviation, across finance, project, investment and financial asset management roles. He then spent seven years as a corporate service provider on both the fiduciary and capital markets side, setting up structures, facilitating closings and managing client portfolios. At VG, he brings that experience to repeat structures, new platforms and complex, regulation-sensitive transactions, and to informal deal guidance where the right introduction makes the difference.
The proof? Patrick was VG Ireland’s first employee. He built it from the ground up, securing its TCSP licence from the Department of Justice, setting up its office and putting tax and regulatory compliance in place. He has executed escrow transactions under the compliance requirements of the Central Bank of Ireland, OFSI and OFAC, set up multi-jurisdictional aviation platforms for major airlines and asset managers, and sat on more than 250 boards as Director or Alternate Director.
Originators, institutions, structured finance arrangers, lawyers, private credit and asset managers, airlines, lessors, and aviation and maritime businesses looking to establish in Ireland all work with Patrick. He is an ACCA qualified accountant and holds a Bachelor’s degree in Business and Law and a Diploma in Aviation Leasing and Finance from the Law Society of Ireland.
Katherine has more than 20 years’ experience in corporate services and capital markets, with senior roles at Vistra, Capita, Link Group and D.F. King. At VG, she sets up UK, Irish and Jersey structures that work as well in practice as they do on paper. That might be an employee benefit trust to reward and keep your key people, an entity or holding structure ahead of a sale, refinancing or investment round, or a property vehicle from acquisition to exit. If you already have an entity in one of these jurisdictions and just need help keeping it compliant, she can take of that too. Alongside VG’s local experts, she handles the compliance, regulatory and banking requirements, so you don’t have to.
The proof? A significant client needed four tender offers run at once, across its equity and debt registers, on a tight timetable. Katherine led the project from appointment, bringing together operations, technology and legal specialists to build a market-first online platform. It was delivered within three weeks, and all four transactions completed on schedule.
Owners, management teams and investors, and their advisers in the UK, Ireland, Jersey and the Middle East, deal directly with Katherine, someone who knows how structures, investor services and regulation fit together.
Tell us about the structure and the roles you need covered.