10 Walkers' Lawyers Recognised in Asia Business Law Journal's Top 50 Offshore Lawyers 2022

10 lawyers across Walkers' Bermuda, Cayman, Hong Kong and Singapore offices have been recognised in the Asia Business Law Journal’s A-List of top offshore lawyers.

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Walkers Celebrates Record 72 Lawyer Rankings in Chambers Global Guide 2022

Walkers is celebrating a record year as 72 of its lawyers have been included in the guide, representing an 18% uplift from the 2021 guide.

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Walkers Launches Online AML Training Solution in Bermuda

Walkers Professional Services has announced that it has launched an innovative e-Learning Anti-Money Laundering Training platform in Bermuda.

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Walkers Maintains Tier 1 Ranking in The Legal 500 Europe, Middle East & Africa (EMEA) 2022 edition

Walkers Dubai has reinforced its preeminent position as the go-to offshore law firm in the region with a top tier status in Legal 500's EMEA 2022 edition.
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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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Ireland Update: Central Bank of Ireland updates AML/CFT Guidelines for Financial Sector

On 23 June 2021, the Central Bank of Ireland published revised Anti-Money Laundering and Countering the Financing of Terrorism Guidelines for the Financial Sector. The publication of the Updated Guidelines follows the enactment of the Criminal Justice (Money Laundering and Terrorist Financing)(Amendment) Act 2021 as part of the transposition of the 5th Anti-Money Laundering Directive and expands the scope of the Updated Guidelines to also apply to virtual asset service providers. Please click here to view our advisory, which provides a summary of the new information and guidance included by the CBI in the Updated Guidelines.

 

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Cayman Grand Court Confirms Statutory Mechanism for Approval of Former Liquidators' Fees as Statutory Trustees

Grand Court confirms that Section 48 of the Trusts Act (2021 Revision) provides a statutory gateway for the approval of former liquidators' fees as statutory trustee pursuant to Order 23, rule 5 of the CWR

A recent judgment of the Grand Court of the Cayman Islands (the "Grand Court") has confirmed that section 48 of the Trusts Act (2021 Revision) (the "Trusts Act") provides former liquidators, in their capacity as statutory trustees of the undistributed assets of a dissolved company, with a statutory gateway to seek directions from the Grand Court for the approval of their fees and expenses of administering the trust assets.

In his written ruling in the matters of Re F & C Warrior Fund Limited (Dissolved) and F & C Warrior II Fund Limited (Dissolved) (Cause Numbers FSD 105 of 2021 (ASCJ) and FSD 107 of 2021 (ASCJ)), the Honourable Chief Justice Smellie Q.C. provided welcome guidance on the appropriate procedure to be followed by a former liquidator when seeking the approval of fees and expenses incurred in their capacity as a statutory trustee pursuant to section 153 of the Companies Act (2021 Revision) (the "Companies Act") and Order 23 of the Companies Winding Up Rules, 2018 (as amended) (the "CWR").

  1. The Former JVLs' applications
Prior to the applications, F&C Warrior Fund Limited and F&C Warrior II Fund Limited (the "Companies") had been placed into voluntary liquidation, following which, the Companies' former joint voluntary liquidators (the "Former JVLs") sought to distribute redemption proceeds to the Companies' former investors. At the time of the Companies' dissolutions, a proportion of the Companies' remaining cash assets (the "Outstanding Redemptions") had yet to be distributed to the Companies' former investors, the practical effect of which was that the Outstanding Redemptions were held by the Former JVLs as statutory trustees on behalf of the Companies' former investors pursuant to section 153 of the Companies Act and in accordance with Order 23 of the CWR.

Following the expiry of the 12 month statutory trust period prescribed by Order 23 of the CWR, the Former JVLs issued ex parte originating applications under section 48 of the Trusts Act seeking directions that their fees incurred as statutory trustees of the Outstanding Redemptions be paid out of the Companies' residual cash assets, with the net remaining amounts to vest bona vacantia in the Financial Secretary of the Cayman Islands in accordance with section 153 of the Companies Act and Order 23, rule 6 of the CWR.

  1. Ruling of the Grand Court
In delivering his ruling, the Honourable Chief Justice accepted that Order 23, rule 5 of the CWR provides that a former liquidator is entitled to be paid a reasonable fee for advertising, administering claims and preparing their accounts pursuant to section 153 of the Companies Act and in accordance with Order 23 of the CWR and that the basis and amount of that fee must be fixed by the Grand Court.

In addition, the Honourable Chief Justice accepted the submission that section 48 of the Trusts Act provided the Former JVLs, in their capacity as statutory trustees of the Outstanding Redemptions, with a statutory gateway to seek an order for directions that their fees be capped in accordance with Order 23, rule 5 of the CWR.

Having regard to the above principles, the Honourable Chief Justice was satisfied that the Former JVLs' fees and expenses of administering the Outstanding Redemptions as statutory trustees had been reasonably and proportionately incurred and that the Former JVLs' times costs referable to the management and distribution of the Outstanding Redemptions were therefore recoverable as against the trust assets.

  1. Benefit of the ruling to former liquidators
From a practical perspective, the principal advantage of issuing an application under section 48 of the Trusts Act is that a filing fee of CI$200 will be payable by a former liquidator, as opposed to the CI$5,000 filing fee payable in respect of an originating application filed in the Financial Services Division of the Grand Court. Furthermore, the Honourable Chief Justice confirmed the suitability of applications of this nature to be disposed of "on the papers" on the basis that they fall squarely within the provisions of Order 85, rule 8(1) of the Grand Court Rules (1995 Revision) (as revised), thereby avoiding the cost of a formal hearing before the Grand Court.

The Chief Justice's ruling provides welcome clarification to insolvency practitioners tasked with administering undistributed assets following the dissolution of a Cayman Islands entity and confirms the availability of an efficient and economical mechanism by which a former liquidator may seek directions for the approval of their fees reasonably incurred in administering such trust assets.

Peter Kendall and Blake Egelton of Walkers acted on behalf of the Former JVLs, Simon Conway and Jess Shakespeare of PWC Corporate Finance & Recovery (Cayman) Limited.

Chambers Global Aviation Finance & Leasing Guide 2022

Walkers is delighted to have provided the Cayman Islands, Guernsey and Ireland chapters as part of the Chambers and Partners Aviation Finance & Leasing Global Practice Guide 2022

The Aviation Finance & Leasing Guide covers 28 jurisdictions and provides the latest legal information on aircraft and engine purchase and sale, aircraft and engine leasing, aircraft debt finance, security, liens, enforcement and current legislative proposals.

To view an online version of each Walkers' chapter, please select the jurisdiction below: 

Cayman Islands

Guernsey

Ireland

Lexology's Getting The Deal Through: Data Protection & Privacy 2023 – Ireland

Ireland Regulatory partner and head of Data Privacy and Data Protection, Shane Martin, authored Lexology's Getting the Deal Through: Data Protection & Privacy 2023 - Ireland chapter together with senior associate Conor Daly and Regulatory analyst Coleen Wegmann. The Regulatory team also authored last year's chapter.

Shane, Conor and Coleen answer commonly asked questions related to data privacy and protection in Ireland, including: the scope of coverage of data protection law; the role and powers of the regulatory authority; the responsibilities of data controllers; data security obligations; sharing and cross-border transfers of personal information; the rights of individuals and other topical issues.

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To view the full guide including all chapters, click here

Reform of Jersey Limited Partnerships - Summary of the Key Benefits

Introduction

On 27 April 2022, the States of Jersey adopted the Limited Partnerships (Amendment No. 2) (Jersey) Law (the “Amendment Law”) in relation to the amendments to the Limited Partnerships (Jersey) Law 1994 (the “LP Law”) coming into force in Q3 2022.

The Amendment Law will bring into force a modernised LP Law, clarifying a number of existing provisions and enhancing others. The notice published by the Minister for Financial Services in Jersey (the “Notice”) notes that the key objectives of the Amendment Law are:

(i) to modernise, resolve any ambiguity and build greater flexibility into the LP Law;

(ii) to clarify the process for terminating a limited partnership;

(iii) to provide additional reporting obligations and powers to the Jersey Registry to ensure the Register is kept up-to-date and accurate; and

(iv) to facilitate faster and more efficient legislative change to the LP Law in the future, by allowing future changes to be made way of secondary legislation.

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A full summary of the changes is set out in the Notice which can be accessed here.

Background

A Jersey limited partnership is an unincorporated entity, created by an agreement made between at least two partners (where at least one such partner is designated as the “general partner”, and the other as a “limited partner”); where such partnership is registered as a “limited partnership” by the Registrar following the filing of a declaration in respect thereof by the general partner of the proposed limited partnership, pursuant to the LP Law. The general partner acts on behalf of the limited partnership, whereas the limited partners are generally required to be passive investors/holders of limited partnership interests.

The Amendment Law now explicitly confirms that a limited partnership is not to be construed to be a legal person, but a “legal arrangement” between persons.

The limited partnership structure has proved to be a very popular one due to it combining the benefits of tax transparency and the flexibility of an ordinary partnership with limited liability for its limited partners (i.e., typically investors or carry participants), and is most frequently used in the context of Jersey’s international fund, private finance, property holding and private venture capital structures.

Proposed Changes to the LP Law

Increased flexibility

Generally speaking, this is to be achieved by allowing the provisions of a limited partnership agreement to override the law, with the LP Law operating as a statutory back stop where the limited partnership agreement is silent on a given matter or to where the LP Law imposes certain fundamental obligations and protections on a limited partnership and its partners. These changes include:

• the removal of the overriding statutory restriction on general partners’ rights and powers in respect of the limited partnership. From now on, the powers and rights of the general partner are made subject to the limited partnership agreement only;

• an explicit expansion of the (already non-exhaustive) list of “safe harbour” provisions so that limited partners can better ascertain what activities they may undertake with respect to the limited partnership without risk of losing their limited liability status for participating in the “management” of the limited partnership; and

• the rights of a limited partner to inspect the limited partnership’s records and to be given a formal account of the limited partnership’s affairs are to be expressly made subject to the terms of the limited partnership agreement (or to any regulations made under the LP Law which alter them by statute), which addresses the results of a recent case before Jersey’s Royal Court concerning the ambit of the requirement to share certain sensitive commercial information with limited partners.

Termination of a limited partnership

The new process for the voluntary or involuntary termination of an LP includes a re-ordering of the sequence of events, with dissolution being the final act of the limited partnership, akin to that of the (more familiar) summary winding up of a Jersey company.

The new processes will also ensure a limited partnership is removed from the Register when it is not compliant with its statutory reporting and annual fee requirements under the LP Law. Reporting obligations A new annual confirmation requirement is to be incorporated into the LP Law, which will be in line with the reporting requirements of other Jersey legal vehicles. The purpose of the confirmation is to provide the Registrar with regular updates of any changes to the information it holds with respect to the limited partnership.

Timeline

The draft changes to the LP law have been prepared with the active participation of key stakeholders, including industry representatives, the Registrar of Limited Partnerships, the Financial Services Unit, the Law Officer’s Department of the Government of Jersey, and the Law Drafting Office. Having been approved by the States of Jersey, the changes are now subject to approval by the Privy Council, and are expected to come into force by Q3 of 2022. 

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