Walkers London Celebrates 20th Anniversary

Walkers is pleased to announce that its London office is celebrating its 20th anniversary.

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Walkers Tops Market Leading Rankings in Chambers Global Again

Walkers leads the way with 10 "Band 1" practice area rankings (out of a market leading 23 practice areas) and an overall "Band 1" ranking in 'Global Offshore'.

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AML Training Portal Launch

Walkers Professional Services Launches New e-Learning AML Training Portal

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Walkers Celebrates 5 Years in Bermuda

Walkers (Bermuda) Limited is pleased to celebrate the five year anniversary of its Bermudian operations in Hamilton, Bermuda.

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Events & Webinars

See upcoming virtual events and webinars.

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Walkers is a leading international law firm. We advise on the laws of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Ireland and Jersey.
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Diversity

Diverse & Inclusive

At Walkers we are committed to building a diverse and inclusive workplace where everyone can feel comfortable, happy and confident in an inclusive environment.

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Appeals to the Privy Council: 21 days does not mean 21 days and 13 hours

On 12 July 2021, the Court of Appeal of the Eastern Caribbean Supreme Court (the "Court of Appeal") reached a unanimous ruling on the time limit for applying for a motion for leave to appeal to Her Majesty in Council (the "Privy Council").

Section 4 of the Virgin Islands (Appeals to Privy Council) Order 1967 (the "1967 Order") states that applications to the Court of Appeal for leave to appeal to the Privy Council shall be made by motion or petition within 21 days of the date of the decision to be appealed from. The 1967 Order is a UK statutory instrument that was enacted under the exercise of powers by Section 1 of the Judicial Committee Act 1984 (an English Act of Parliament).

In the case before the Court of Appeal on 12 July 2021, the question for the panel was how the twenty-one day period, set out at section 4 of the 1967 Order, should be calculated.

 

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SPACs and Aviation and Aircraft Finance

The commercial aviation industry is among the global industries which have undoubtedly faced the most challenges as a result of the COVID-19 global pandemic. A sharp, sudden decline in passenger numbers and demand for flights has resulted in an unprecedented and dramatic fall in aircraft evaluations. However, as with all cycles, the bottom of the curve presents attractive opportunities for investors. With the rate of roll-out of vaccines rising across the globe and the industry taking the lead on cutting edge solutions to re-open the skies, such as vaccine passports, many, including some of the world’s largest leasing companies, have been on record suggesting we may have seen the worst. As a result, interest in investing is now increasing with some high profile investors whom have already established platforms ready to deploy cash. During these uncertain times, one fundraising vehicle that has grown in prominence and dominated international financial headlines is the Special Purpose Acquisition Company or SPAC.

As market leaders for offshore legal, Walkers have advised on numerous SPAC transactions and aviation finance, providing us with a birds-eye view of market trends. In this paper we provide an overview of SPACs, and discuss how this structure can be utilised by investors in aviation and aircraft finance transactions.

 

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Bermuda Economic Substance Amendment Act 2021

The Bermuda Economic Substance Amendment Act 2021 received Royal Assent on 30 June 2021. This Act amends Bermuda's Economic Substance Act, 2018 (the "ES Act"), to bring limited partnerships without separate legal personality and overseas partnerships into scope.

Partnerships that are now in scope which are carrying out a specified relevant activity will have six months to comply with the economic substance requirements set out in the ES Act and associated regulations (meaning they must be fully compliant by 30 December 2021).

As a reminder, the following are relevant activities for the purposes of the ES Act:

  • banking
  • insurance
  • fund management
  • financing and leasing
  • headquarters
  • shipping
  • distribution and service centre
  • intellectual property
  • holding entity

Whether they are partnerships or companies, investment funds that are not carrying on a relevant activity are not in scope of Bermuda's economic substance laws.

As a result of the changes, the Registrar of Companies has issued updated Guidance Notes dated 1 July 2021.

Walkers Professional Services is available to assist entities to file economic substance declarations where required under the ES Act. In addition, Walkers' dedicated Regulatory & Risk Advisory Group can advise on the applicable relevant activity classifications and can assist entities to determine how to meet any applicable economic substance requirements.

Major Amendments to BVI's Trusts Laws

The Trustee (Amendment) Act, 2021 came into force on 9 July 2021 introducing a range of important new and updated provisions into the BVI's Trustee Act, 1961 ("TA"). The amendments move the BVI's trusts regime into line with, and in certain aspects ahead of, its competitor jurisdictions in the offshore trusts marketplace.

The principal changes include: 

  • Powers of the Court to vary trusts without beneficiary consent;
  • Setting aside the flawed exercise of a fiduciary power;
  • Extending the firewall;
  • Reserving trust powers; and 
  • Record-keeping obligations for trustees. 

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Cayman Update: Separate Liquidation Committees for Segregated Portfolios of SPCs

On 19 April 2021, Chief Justice Smellie QC held in In the Matter of Premier Assurance Group SPC Ltd. (in Official Liquidation) that the Court has the power under Order 9, rule 1(1) of the Companies Winding Up Rules, 2018 ("CWR") to order the establishment of separate liquidation committees in respect of a segregated portfolio company ("SPC") and each of its segregated portfolios.

There are no specific statutory provisions in the Companies Act (2021 Revision) (the "Companies Act") or the CWR empowering the Court to establish separate liquidation committees in respect of an SPC and its portfolios. Notwithstanding this, the joint official liquidators ("JOLs") of Premier Assurance Group SPC Ltd (in Official Liquidation) (the "Company") submitted that the Court had the power to make such a direction pursuant by way of the proviso in O.9, r.1(1) of the CWR, which provides that:

"Unless the Court otherwise directs, a liquidation committee shall be established in respect of every company which is being wound up by the Court" (emphasis added)

The JOLs submitted that pursuant to certain case law, the Court had the power to order that separate liquidation committees be formed as long as they were compliant with the requirements of the CWR. Furthermore, the establishment of separate liquidation committees would be entirely consistent with the statutory scheme prescribed by the Companies Act relating to SPCs and, in particular, Section 223(1)(a) of the Companies Act. By that provision, the legislature mandates that liquidators deal with the assets of a SPC in accordance with Section 219(6) by establishing and maintaining procedures to ensure that the assets of each segregated portfolio are segregated and separately identifiable from the assets of other portfolios and from the SPC's general assets. Following from this, it seemed appropriate from an economic and practical perspective that only those creditors with recourse to certain assets of the Company (i.e. by reference to a segregated portfolio) should have an ability to provide feedback in respect of those assets.

In the circumstances, the Court accepted that a direction for the establishment of separate liquidation committee could be made in respect of SPCs pursuant to O.9, r.1(1) of the CWR and that it was appropriate in this case for liquidation committees to be established in respect of the Company and each of its segregated portfolios.

Rupert Bell (Partner), Chris Keefe (Senior Counsel) and Daisy Boulter (Associate) of Walkers act for the JOLs.

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