Walkers Legal Internship Programme nurtures future talent

Walkers is delighted to announce that its Legal Internship Programme ran for three weeks, from 17 July to 4 August.  Hosting 10 students this summer, the programme was designed to provide these aspiring legal professionals with an opportunity to gain hands-on experience in a leading global law firm.

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Jan Golaszewski joins Walkers team in London as Insolvency & Dispute Resolution partner

Leading offshore Insolvency & Dispute Resolution lawyer Jan Golaszewski has joined Walkers team in London in a lateral partner hire from another offshore law firm in the City.

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What can we learn from recent enforcement actions in the Cayman Islands?

Walkers' regulatory partners Lucy Frew and Ian Mason consider the learning points for financial services providers (FSPs) from recent enforcement actions by Cayman regulatory bodies.

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Walkers announces 29 senior legal and professional services promotions

Walkers, the international financial services firm, is boosting its legal and professional services teams with 28 senior promotions effective from 1 July.

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We advise on the laws of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Ireland and Jersey.

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10/08/23

Jonathan Betts

We are deeply saddened to share that our partner, colleague and friend Jonathan (Jonnie) Betts has died following serious illness. Jonnie was head of our Corporate, Finance, Funds & Insurance group in Bermuda and a hugely popular and highly regarded member of the local...

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07/08/23

Enforcement of arbitral awards: Bermuda, BVI, Cayman Islands, Guernsey, Irish and Jersey law

As the use of arbitration as a means of dispute resolution has grown in popularity, there has been a marked increase in the need for arbitral awards to be recognised and enforced in offshore jurisdictions. The international legal regime for the recognition and enforcement...

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09/05/23

Creditflux CLO Symposium 2023

Our dedicated CLO team in Ireland continues to grow in response to demand for legal, tax, listing and professional services for CLO clients. A number of our CLO team headed to London to Creditflux’s CLO Symposium 2023. In 2022 Walkers was, for the fifth...

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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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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.

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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Creditflux CLO Symposium 2023

Our dedicated CLO team in Ireland continues to grow in response to demand for legal, tax, listing and professional services for CLO clients. A number of our CLO team headed to London to Creditflux’s CLO Symposium 2023. In 2022 Walkers was, for the fifth consecutive year, named as the #1 Global CLO Market Offshore Service Provider in Creditflux's CLO Census, and we were a sponsor of the symposium in 2022 and 2023.

Members of our market leading Finance & Capital Markets and Listing Services groups and Walkers Professional Services have identified their key takeaways from the sessions they attended at Creditflux's CLO Symposium 2023. To learn more or to watch these sessions, please click here.

"I work with their CLO team and they have built a real niche in this area and are without doubt in the top tier of leading law firms in Ireland in terms of CLO expertise. They have the transactional expertise, coupled with the key tax expertise, and seamless integration with their listing and corporate services department. A winning one-stop shop for CLOs."

Legal 500

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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 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.

 

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Published with permission from Chambers and Partners (October 2022)

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