Walkers expands presence in London with move to The Scalpel

Walkers has opened the doors to new offices in the City of London. The firm has leased the 11th floor of The Scalpel, 52 Lime Street, EC3 as its new London base, growing its footprint in the heart of the City.

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Walkers ranked Top 10 in GRR 30

Walkers has retained its Top 10 position in the GRR 30 2022, GRR's annual rankings of the world's leading law firms for cross-border restructuring and insolvency matters.

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Walkers Global Fintech Group Attains Chambers Band 1 Rankings Again

The Cayman Islands and Bermuda offices of international law firm Walkers have received Band 1 rankings in the third annual Chambers and Partners fintech directory.

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Walkers Named 'Offshore Law Firm of the Year' for Third Time at Chambers Awards

Walkers is pleased to announce that it has been named "Offshore Law Firm of the Year" for the third consecutive year at the Chambers Asia-Pacific Awards 2022.

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20/02/23

Central Bank of Ireland publishes details of streamlined filing process for SFDR updates to UCITS and AIF pre-contractual documents

The Central Bank of Ireland (the "Central Bank") has issued its latest markets update which includes a revised Process Clarification for updates to UCITS and AIF pre-contractual documents to ensure consistency with the disclosures included in the annexes laid down in Commission Delegated Regulation...

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21/12/22

Walkers ranked Top 10 global law firm for restructuring and insolvency work for second year in a row

Walkers, the international law firm, has retained its Top 10 position in the GRR 30 2022, Global Restructuring Review's authoritative annual ranking of the world's leading law firms for cross-border restructuring and insolvency matters.Walkers is the highest ranked firm advising on offshore jurisdictions and...

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20/12/22

Cayman Inspectorship Under the Microscope

In the matter of Avivo Group (Cause No. FSD 145 of 2022 (RPJ)), Walkers, instructing Ms Clare Stanley KC of Wilberforce Chambers, acted as Cayman Islands counsel to Avivo Group (the "Company") in respect of its successful opposition to Agricultural Development Fund's ("ADF") motion...

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15/12/22

Tales from the Oriente: the first appointment of restructuring officers in the Cayman Islands

Walkers acted as Cayman Islands counsel to Oriente Group Limited (the "Company”) in respect of its successful petition for the appointment of Mr Kenneth Fung of FTI Consulting (Hong Kong) Limited, Mr Andrew Morrison and Mr David Griffin of FTI Consulting (Cayman) Ltd as...

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05/12/22

Walkers Global Fintech Group Attains Chambers Band 1 Rankings Again

The Cayman Islands and Bermuda offices of international law firm Walkers have received Band 1 rankings in the third annual Chambers and Partners fintech directory.With Chambers changing its "Offshore Fintech" section into standalone jurisdictions this year, Walkers' Cayman Islands, Bermuda, British Virgin Islands, Ireland,...

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05/12/22

Winding Up and Arbitration Clauses: A timely reminder that he who hesitates is lost

In Sian Participation Corp. (In Liquidation) –v- Halimeda International Limited BVIHCMAP2021/0017 (“Sian”), the Eastern Caribbean Court of Appeal again had occasion to consider (amongst a number of other things) the interrelationship between an arbitration clause in a loan agreement and the Court’s jurisdiction to...

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30/11/22

Walkers Advises TAG Holdings Limited on Business Combination with AGBA Acquisition Limited

Walkers is pleased to have advised TAG Holdings Limited ("TAG") on its business combination with AGBA Acquisition Limited (“AGBA”), a special purpose acquisition company, with AGBA acquiring all of the issued and outstanding securities of TAG International Limited and TAG Asia Capital Holdings Limited...

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22/11/22

Walkers BVI Acts on ESG Bond Deal of the Year

Walkers' British Virgin Islands ("BVI") office is delighted to have acted as BVI counsel on the "ESG Bond Deal of the Year", awarded at the Bonds & Loans Latin America & Caribbean Awards 2022.Walkers' BVI office acted as BVI counsel to The Central America...

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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.

 

Click to view advisory

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.

Bermuda Insights: Regulatory & Risk Advisory

The economic substance regime has continued to develop, with the most notable change being the amendment to the definition of the ‘relevant activity’ of ‘fund management’, which was effective from 1 January 2022. As a result of the amendments, an entity will be carrying on the ‘relevant activity’ of ‘fund management’ if it manages investments for an investment fund, as defined under the Investment Funds Act 2006 (as amended), whether or not it is required to be licensed under the Investment Business Act 2003 (as amended) and will therefore include all entities even if they do not have a physical presence in Bermuda.

In March 2022, the ROC issued the first Notice to Comply and Warning Notices (the “Notices”) for non-compliance with the economic substance requirements. These Notices were issued to entities that self-declared on their economic substance declarations filed with the Registrar of Companies for the 2019 and 2020 relevant financial period that the entity was non-compliant with the economic substance requirements as defined in section 3 of the Economic Substance Act 2018 and the Economic Substance Regulations 2018. The Notices permitted entities to make representations to the ROC for the ROC to decide whether the actions taken by the entity are adequate to meet the economic substance requirements or whether further enforcement action is required.

Click to view article

This article is taken from the Bermuda Insights: Trends and Opportunities 2022 white paper, available here:

Bermuda Trends 2022

Chambers Global Practice Guide 2022: Banking & Finance – Bermuda: Law and Practice

Partner Adam Bathgate and senior counsel Nathalie West have authored the Chambers 2022 Global Practice Guide: Banking & Finance - Bermuda: Law and Practice.

The new Banking & Finance 2022 guide covers 35 jurisdictions. The guide provides the latest legal information on the impact of the COVID-19 pandemic; environmental, social and governance (ESG) lending; restrictions on foreign lenders and foreign currency exchange; tax and usury laws; guarantees and security; enforcement of foreign judgments; bankruptcy and insolvency; and project finance.

There have not been any significant legislative or regulatory changes affecting the rights of lenders or secured creditors over the past year, nor any that would affect Bermuda’s status as a leading creditor-friendly jurisdiction.

 

Click to view article

Published with permission from Chambers and Partners (October 2022)

BVI VASP Update: A Two Step Approach

As widely expected, the British Virgin Islands ("BVI") is shortly bringing into force new legislation to implement the Financial Action Task Force's standards on virtual assets and virtual asset service providers (known as "VASPs").

The BVI is taking a two-step approach: AML/CFT/CPF compliance is required from 1 December 2022, and registration with the BVI financial services regulator (the "FSC") within six months of the new VASP law coming into force.

In relation to AML/CFT/CPF, the first key compliance date for VASPs is 1 December 2022. On this date, a VASP who is carrying on or providing "virtual asset services" when a transaction involves virtual assets valued at US$1,000 or more will need to be compliant with the BVI's Anti-Money Laundering Regulations ("AMLR") and related Anti-Money Laundering and Terrorist Financing Code of Practice ("Code").  The AMLR include the key definitions of "virtual asset services" as well as a VASP so there is clarity on who will need to comply from 1 December.

The compliance obligations in the AMLR and the Code have as their goal ensuring the VASP has in place effective systems and controls to mitigate the risk of the business being used for financial crime, such as money laundering, sanctions breaches, terrorist financing and proliferation financing. The obligations are extensive.  They include having in place a Money Laundering Reporting Officer, as well as appropriate policies and procedures to identify and mitigate financial crime risk.

These procedures include establishing and maintaining an effective system to identify and verify the identity of customers and prospective customers, risk rating the business's products and services, its customers and delivery channels, as well as having in place effective sanctions screening, record keeping, staff training, testing, and establishing an effective system in relation to suspicious activity and transaction monitoring and reporting. Compliance with the "travel rule" is also required for transactions over a specific threshold. Outsourcing to specialist service providers is permitted, though the compliance obligations remain with the VASP.

The BVI is expected shortly thereafter to bring into force its Virtual Asset Service Providers Act ("VASP Act"), currently in draft. Like many other jurisdictions, the BVI is establishing a registration regime for VASPs, requiring them to be registered with the FSC. There is expected to be a period of "transitional relief" of six months for VASPs to make their application to the FSC without having to stop their business (although full compliance with the AMLR and Code is mandatory during this time).

Although the go live date of the new VASP Act (and the final version) is yet to be published, it is expected to be in December or in the first quarter of 2023. Although the final text of the new VASP Act is not yet published, the definitions of a VASP and a virtual asset service in the draft law currently mirror those in the AMLR and Code and are not expected to change.  

Walkers Regulatory & Risk Advisory group has dedicated specialists across our global offices with extensive experience of advising businesses operating in this field, including advising on compliance with the AMLR and the Code. We also have extensive experience of making applications to regulators, including the FSC. For more information please reach out to your usual Walkers contact, or any member of the Regulatory & Risk Advisory group.

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  1. Grand Court of the Cayman Islands reconfirms Flexible Balance Sheet Insolvency Test for Segregated Portfolios
  2. Bermuda Insights: Corporate 2022
  3. Bermuda Insights: Insurtech & Fintech 2022
  4. Fiona MacAdam Speaks on Border Crossing Podcast: Cayman Island New Chief Restructuring Officer Regime