Walkers stands in solidarity with the LGBTQ+ community around the world

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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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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.

Grand Court of the Cayman Islands reconfirms Flexible Balance Sheet Insolvency Test for Segregated Portfolios

The Grand Court of the Cayman Islands (Kawaley J) handed down a recent decision appointing receivers over a segregated portfolio, in the case of In the Matter of Green Asia Restructure Fund SPC[1]. The judgment is a timely reminder of the unique nature of Segregated Portfolio Companies ("SPCs"), and reconfirms that a different insolvency test applies when seeking the appointment of receivers in respect of segregated portfolios within an SPC.

Seeking the appointment of receivers over a segregated portfolio of an SPC involves a two-step analysis:

  • First, it must be proven that the portfolio is insolvent. Section 224(1) of the Companies Act (as amended) (the "Act"), requires that the Grand Court be satisfied "that the segregated portfolio assets attributable to a particular segregated portfolio of the company (when account is taken of the company’s general assets, unless there are no creditors in respect of that segregated portfolio entitled to have recourse to the company’s general assets) are or are likely to be insufficient to discharge the claims of creditors in respect of that segregated portfolio" (emphasis added); and

  • Second, once the insolvency test is satisfied, the receivership proposed must also meet the purposes of section 224(3) of the Act, which are for the "… orderly closing down of the business of or attributable to the segregated portfolio" and "the distribution of the segregated portfolio assets attributable to the segregated portfolio …".
As to the first test, Justice Kawaley considered the judgment of Justice Parker in Re Obelisk Global Fund SPC[2], which determined at paragraphs 35 to 39, that the insolvency test is a ‘balance sheet’ test, rather than a cash flow test. Justice Kawaley accepted that the proper construction of section 224(1) justified a somewhat fluid balance sheet solvency test applying in order to establish a prima facie case at least. As to the phrases, "are" or "are likely to be", Justice Kawaley found that, when expressed as alternatives, they must be intended to be different. A creditor could therefore prove either that, a probable deficiency exists, or that the evidence establishes a cogent or real risk of deficiency such that a receiver ought to prima facie be appointed.


Ultimately, Justice Kawaley agreed with Justice Parker that Parliament must have intended that a more flexible and functional solvency test apply for the appointment of receivers of segregated portfolios of SPCs. Justice Kawaley made two further important comments in relation to the more flexible balance sheet solvency test:

  1. His Lordship considered that the more nimble nature of SPCs as investment vehicles, and the flexibility of the powers and orders available under the Act (when compared against the more drastic and final remedies involved in a winding up) supported a finding that a flexible balance sheet solvency test was appropriate; and

  2. The potential risk of prejudice that may flow from an overly flexible solvency test was counterbalanced by the two-step test for the appointment of receivers over segregated portfolio companies. Importantly, even where insolvency is proven, receivers will not be appointed as a right – the overall financial state of the portfolio must be taken into account, and further, section 224(3) of the Act requires than an order must always demonstrate that the business of the segregated portfolio ought properly to be closed down.
In this case, despite the direct evidence only supporting a finding of cash flow insolvency, Justice Kawaley inferred from the failure of the SPC to respond in any evident way to the application to appoint receivers on the grounds of insolvency, that the requisite statutory balance sheet insolvency test was satisfied.


This decision reinforces that the insolvency test for SPCs involves a flexible variation of the balance sheet test, unlike the cash flow test ordinarily applied to determine whether a company ought to be wound up on the grounds of insolvency. A petitioner must, however, always show that the business of the segregated portfolio ought properly to be closed down, in order to obtain orders appointing receivers over such segregated portfolio.

[1] FSD 112 and 113 of 2022 (IKJ) (6 July 2022).
[2] Unreported, FSD 87 of 2021 (RPJ) (12 August 2021).


Bermuda Insights: Insurtech & Fintech 2022

Bermuda has established itself as a leading market for insurtech, representing a convergence of the well-established reinsurance market with the burgeoning fintech market.

A number of Bermuda reinsurance companies already partner with, invest in, or are operating insurtech operations that provide disruptive innovations to the traditional reinsurance market cycle. As a result, risk is now better identified and measured in the Bermuda market and pricing is more efficiently calculated, resulting in greater client choice.

Bermuda has continued to lead the way in the fintech and the digital assets sector, having first announced its Fintech Strategy in 2017. Bermuda was among the first jurisdictions to enact a fit-forpurpose regulatory and legal framework comprising the Digital Assets Business Act, 2018 (“DABA”), which provides for the regulation and licensing of digital assets business activities carried on in Bermuda, and amendments to Bermuda’s Companies Act relating to the approval for public offerings of digital assets from Bermuda.

The Bermuda government and the BMA continue to refine the legal framework with a view to remaining agile in the face of an ever evolving sector.

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

Bermuda Trends 2022

Bermuda Insights: Corporate 2022

The last few years have been standout years for take private transactions globally – representing the most active years since 2007 - with Bermuda incorporated listed companies involved in a number of the largest deals. What is driving the rush to the listco exit ramp? A convergence in the valuations of public companies - particularly in sectors adversely affected by COVID-19 - with their private company counterparts, record levels of private equity dry powder, relative ease (and affordability) of fundraising, increasing activism of minority public company shareholders, geopolitics and regulatory push factors have all played their part.

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

Bermuda Trends 2022

Fiona MacAdam Speaks on Border Crossing Podcast: Cayman Island New Chief Restructuring Officer Regime

Fiona MacAdam has recently featured on the Border Crossing Podcast, hosted by Chip Hoebeke, discussing the recent Cayman Island new Chief Restructuring Officer Regime. 

The podcast, Border Crossing: Essential information and opportunities for international businesses, with Chip Hoebeke, is designed to help listeners get a better understanding of some of the most important current issues and problems that affect international businesses. The host, Chip Hoebeke, examines the new chief restructuring officer regime in the Cayman Islands, which was introduced on 31st August 2022 and has made cross border business rescue and restructuring activities far more practical.  

Podcast: Restructuring Officer Regime Overview

Podcast: A Delve into the Detail

Chip heads up both the consulting division and the turnaround and restructuring practice for the firm Rehmann in the US.

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