Catherine Martougin

Catherine Martougin

Partner
Baker & McKenzie Luxembourg

Biography

Catherine Martougin is a partner in the Funds & Asset Management team of the Baker McKenzie Luxembourg office. She has more than 25 years' experience in business law. Prior to joining the Firm, she practiced in elite international law firms in Paris and a leading Luxembourg law firm.

Practice Focus

Catherine represents private equity funds, real estate funds, debt and infrastructure funds and other financial institutions. She works on a range of corporate and commercial transactions, including organizational structuring and related regulatory matters (notably AIFs and AIFMs), as well as initial fund formation, complex restructurings, mergers and acquisitions, asset dispositions, secondary trades, capital raisings, real estate investments, venture capital investments, and joint venture arrangements.

She is also active in sustainable finance, ESG and digital finance-related fund matters, including work linked to SFDR, EU Taxonomy, crypto-assets and regulatory developments affecting alternative investment managers and real asset strategies.

Representative Legal Matters

  • Advised Berlin-based Catella Residential Investment Management GmbH (CRIM) for the set up and launch of their third European Residential Fund for international institutional clients. The fund is a Luxembourg SICAV-RAIF in the form of a common limited partnership. The objective of this open-ended Pan-European Residential fund is to build up a diversified residential real estate portfolio in Europe. The targeted volume of the fund is 1 billion EUR. Currently advising as well on the set up of a second impact fund focusing on energy positive residential properties. 
  • Assisted Redstone and the SBI Group in their joint project, which included the structuring and launch of a venture capital investment fund. The fund was set up as a Luxembourg special limited partnership qualifying as a SICAV-RAIF, aiming at investing in early-stage companies in Industry 4.0-related sectors and with an aggregate target size of EUR 200 million.
  • Assisted Kompass Global Kapital, a U.S. family office, in the restructuring of a Luxembourg holding company into a fund structure with a multi-assets' investment strategy. Amongst others, we advise the client on regular legal and regulatory matters applicable to the investment vehicle and notably for its investments in various new technology companies in Switzerland and UK.
  • Assisted the trust bank arm of Japan’s Mitsubishi UFJ Financial Group in respect of the acquisition of Commonwealth Bank of Australia’s global asset management business for AUD 4.13 billion (USD 2.93 billion) in a bid to leapfrog domestic rivals and join the world’s top 15 money managers. The deal will make it the biggest asset manager in the Asia-Oceania region. We provided regulatory and legal advice in respect of the transfer of the Luxembourg management companies and the Luxembourg funds under their management, which are under the supervision of the Luxembourg regulator, the Commission de Surveillance du Secteur Financier. We assisted them to obtain the required clearance from the regulator.
  • Advised SEB for the set-up of a real estate fund investing in development projects of affordable wood-based multi-family housing and/or elderly care facilities in small or middle-sized municipalities in Sweden and the related financing and acquisitions of the investments. The Fund will take environmental, social and governance aspects into consideration both when making investment decisions and throughout the whole investment cycle, ensuring that the investments are aligned with SEB Investment Management’s overall ESG requirements. The Fund aims to reduce the housing shortage in Sweden, hence will build energy efficient homes with affordable rent levels.
  • Assisted advised Gaw Capital Partners in the context of its fund-raising effort in Europe for Gateway Real Estate Fund VI which is an opportunistic real estate fund investing in properties throughout Greater China with a focus in Japan, South Korea, Australia and Southeast Asia. We have set-up of a Luxembourg vehicle aiming at gathering European Investors to invest in GREF VI.
  • Assisted Vickers, a Singapore based asset manager for the launch of a parrallel fund aiming at raising capital from European professional investors to invest in private equity.
  • Assisted Hyga Fund for the on shoring in Luxembourg of a fund investing in securities from the Cayman Island.
  • Advised PFR TFI S.A. a Polish public entity, aiming at investing in private equity funds in the context of their investments in several Luxembourg based funds over the last six months and negotiating on their behalf special arrangements and the modifications of the funds' documentation. 
  • Assisted Kasset in the review and negotiations of the documentation with Lombard Odier in relation to a contemplated investment in the sub-funds of LOIM PE K Investments established. under the form of a SICAV-RAIF. The investment objective is to target private equity assets, typically in the secondary market with the possibility to co-invest in private companies active in the fields of buyout, growth capital, special situations and venture capital.
  • Advised Tishman Speyer in respect of migration of services providers and assistance in liaising with the Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier on an on-going basis.
  • Advised LaSalle in respect of compliance and regulatory matters notably in respect of the implementation of processes subject to the oversight of the Luxembourg regulator and regular regulatory advice for instance for outsourcing IT services and in the context of AML/CFT compliance.
  • Advised Diligent Capital Partners, a Ukrainian mid-market private equity firm for the formation of a Luxembourg private equity fund vehicle and sourcing financing for the joint acquisition of a 16% equity stake in Allseeds S.A. by the Dutch development bank FMO.
  • Advised a French family office in respect of a complex restructuring of a global private equity portfolio across multiple jurisdictions in Europe for a total size of EUR 250 million. We established a Luxembourg limited partnership by shares governed by the new Luxembourg law on reserved alternative investment funds (RAIF) and implemented a complex carry interest structure across three jurisdictions.
  • Assisted a US investor in respect of several investments in Luxembourg private equity funds, to negotiate side arrangements.
  • Advised Eximbank, the Hungarian Export-Import Bank, regarding its joining to an investment fund, established by SINO-CEE to finance Chinese investments in the infrastructure and tech sectors in the context of the “16+1” Cooperation Framework to support investment in the Central and East European region.
  • Assisted PFR Investments, a Polish sovereign fund, in respect of several investments in Luxembourg private equity funds, to negotiate side arrangements.
  • Assisted a German family office in respect of several investment in Luxembourg real estate investment structures.
  • Assisted BNP Paribas Real Estate in the structuring and formation of Eurozone Logistics Fund SCS, SICAV-FIS.
  • Assisted a major asset manager with the launch of its third pan-European hotel fund and for the first time has given it an open-ended structure.
  • Assisted Black Toro Capital with the capital raising for their third funds and the set-up of parallel vehicle and previously for the restructuring of their existing investment portfolio of private equity loan investments into new compartment of their existing Luxembourg investment company in risk capital (SICAR).
  • Assisted Hines Real Estate Master Fund FCP-FIS in connection with the entering into a EUR 170 million refinancing of a portion of its European real estate properties portfolio.
  • Assisted Casa4Funds for the extension of their AIFM license to alternative investment strategies.
  • Assisted Global group in obtaining professional of the financial sector licence for domiciliary services for joint venture and separate accounts.
  • Advised of AXA Real Estate in respect of its debt platform Commercial Real Estate Loans.*
  • Advised First State Investment in respect of their infrastructure fund, feeder funds and securitization vehicle.*
  • Advisor of several real estate asset managers in respect of fund formation or AIFM approval matters such as BNP Paribas Real Estate, Invesco, Hines, Peakside, Heitman, Schroders, CBRE Global Investors or GE Real Estate.*

* Matters handled prior to joining Baker McKenzie

Professional Honors

  • IFLR1000 2025: Tier 2 Firm in Investment Funds; Highly Regarded individual in Investment Funds.
  • Legal 500 2026: Tier 2 Firm in Investment Funds.
  • Chambers Europe & Global 2026: Band 3 Firm in Investment Funds; Band 4 individual in Investment Funds.
  • Leaders League 2026: Excellent Firm and individual in Fund Structuring; Leading Firm and individual in Private Equity; Excellent Firm and individual in Restructuring & Insolvency.

Professional Associations and Memberships

  • Member of INREV, the European Association for Investors in Non–Listed Real Estate Vehicles
  • Member of the Association of the Luxembourg Fund Industry (ALFI)
  • Member of Luxembourg Association for Real Estate (LuxReal)
  • Member of Luxembourg Private Equity & Venture Capital Association (LPEA) ESG Club
  • Trainer at the sessions of the Institute dedicated to fund professionals, House of Training
  • Member of International Bar Association
  • Member of Women for Business
  • Member of Ladies in Law Luxembourg Association (LILLA)

Admissions

  • Luxembourg (2006)
  • Paris~France (2000)

Education

  • University of Paris II (Panthéon-Assas) (LLM in International Law) (1999)
  • University of Paris X (Nanterre) (LLM in International Commercial Law) (1999)
  • Paris Institute of Political Studies (Bachelor in Economy and Finance) (1998)

Languages

  • French
  • English
  • Raising Capital in Europe – What you need to know, Conference hosted by Baker McKenzie New York, June 2024
  • "Global FinReg Outlook" ALFI Nicsa webinar, February 2024 
  • Baker McKenzie Webinar: ESG Update – Are you ready for SFDR Level 2, December 2022
  • Integrating crypto into established financial services: funds and listings webinar, October 2022
  • “Investing in infrastructure”, panelist at the ALFI PERE Conference, 1st December 2021
  • #MarchForGood, video posted on LinkedIn in the context of Baker McKenzie campaign for the World Women Day, March 2021