Walkers Fundamentals Seminar 2019

Join us at the Plaza Hotel, New York for our 12th annual Walkers Fundamentals Seminar on Tuesday 5 November 2019.

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Walkers Launches Compliance Services Offering

Walkers Compliance complements Walkers' legal, corporate and fiduciary services to deliver a one-stop-shop for clients looking to use the Cayman Islands jurisdiction for their business needs.

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Following the result in the United Kingdom's EU referendum, Walkers has created a Brexit page dedicated to providing our clients relevant information about the jurisdictions in which we practise.

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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.
GlobalMap Oct2019
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Walkers Announces 2019 Promotions

Walkers is pleased to announce that 18 attorneys across its global offices have been invited to join the partnership. In addition, 13 associates have been promoted to senior counsel.

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Ireland - Update – CBI Issues Prohibition Notice for Breach of the Fitness & Probity Regime

Executive Summary
On 27 September 2019, the Central Bank of Ireland (“CBI”) published details of a prohibition notice issued to an individual pursuant to the Fitness and Probity regime (the “Prohibition”). The CBI issued the Prohibition following its determination that the individual provided false or misleading information to the CBI during their pre-approval control function (“PCF”) application. The Prohibition restricts the individual from performing any control function within an Irish regulated financial services provider (“RFSP”) for a period of two years.

The Fitness and Probity regime requires individuals performing control functions in RFSPs to meet the CBI’s Fitness and Probity Standards. Applicants for PCF roles (e.g. directors and other senior roles) must submit an individual questionnaire (“IQ”) and receive CBI approval before commencing their position.

Prohibition Notice
The individual obtained PCF authorisation from the CBI. However, in their IQ and subsequent responses to CBI queries, the individual provided inaccurate information and ultimately the CBI determined, per the Prohibition notice, that the individual:

“provided information which he knew or ought to have known was false and misleading”.

The Prohibition notice further states:

“Honesty and integrity are explicit requirements for those seeking regulatory approval. This encompasses the fundamental requirement of truthfulness in an application for approval. The Central Bank is entitled to expect and insist on absolute candour and honesty and otherwise will not be in a position to fulfil the crucial gatekeeping function which is expected of it in its role of protecting both consumers and the financial system. An applicant for approval, seeking both the advantages and responsibilities for approval, must be taken to understand the unambiguous requirement for truthfulness, and candid and accurate information.”

The CBI states the rationale for the Prohibition as being twofold. Firstly to demonstrate to the individual the seriousness of the infraction and to deter them from future similar behaviour; and secondly to demonstrate the gravity of providing false and/or misleading information to the CBI to other RFSPs, individuals performing and applicants for PCF roles, and the financial services industry as a whole.

It is also useful to note the CBI’s determination of certain proposed mitigating factors put forward on behalf of the individual. Amongst other points, the CBI rejected the argument that the individual’s cooperation with the CBI’s investigation constituted a mitigating factor, noting that cooperation with the CBI is an expectation of a PCF.


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Ireland - Investment Limited Partnerships Bill 2019 Progresses to Committee Stage

Following on from our July 2019 article on the Investment Limited Partnerships (Amendment) Bill 2019 (the “Bill”) (link here), the Bill progressed to the next stage of the Irish legislative process, known as Oireachtais Committee Stage, on 18 September 2019. This is a positive step in the direction of making Ireland a more attractive domicile for private equity and venture capital funds.

What is Committee Stage?
At Committee Stage, a detailed examination of each section of the Bill will be undertaken and the Government and opposition members will be given an opportunity to make changes to the text. If each section of the Bill is agreed to, the Bill will be set down for the next stage, Report Stage.

Committee Stage is the third stage of five stages in Dáil Éireann. If the Bill passes Committee Stage, it will still need to pass two further stages in the Dáil and five further stages in the Seanad (Senate) before being signed into law by the President of Ireland. The exact timing of this process is still unclear.

Background to the Bill
The purpose of the Bill is to reform Ireland’s existing investment limited partnership regime by amending the Investment Limited Partnerships Act 1994 (the “1994 Act”), which governs the existing regime. Investment limited partnerships under the 1994 Act were not as successful a fund structure as had been initially anticipated by its advocates.

The reforms which are contained in the Bill are predominantly aimed at (i) redefining certain rights and obligations relating to LPs and the GP; (ii) harmonising the rules relating to, and the characteristics of, the ILP structure with other Irish regulated fund structures and certain legal and regulatory developments since the Act was introduced; and (iii) adopting market standard practices and features from other popular fund domiciles.

Please see our July 2019 article for a more detailed summary of the key areas of reform and enhancements included in the Bill.


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Chambers Global Practice Guide 2019: Ireland Aviation Financing & Leasing

Partner and Head of Asset Finance, David McGovern, Of Counsel, Killian McSharry, Senior Associate, Michael Caulfield and Tax Of Counsel, Eimear Burbridge authored the "Ireland Law and Practice" Guide in the Chambers 2019 Global Practice Guide on "Aviation Financing & Leasing."

The "Aviation Financing & Leasing" Guide 2019 provides expert legal commentary on key issues for businesses and it covers the important developments in the most significant jurisdictions. The Guide provides expert insights across 24 jurisdictions and Walkers is delighted to have contributed to both the Cayman Guide and the Ireland Guide. Chambers contributing editor, Paul P. Jebely said: "The questions within this Guide were masterfully taken on by leading and highly experienced aviation finance attorneys from around the world."

Reproduced with permission from Chambers and Partners (Published in July 2019).

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Ireland - Update – Beneficial Ownership Reporting Commences

The Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the “Central Register”) launched on 29 July 2019.

Irish incorporated companies and other legal entities (“Relevant Entities”) are obliged by Part 3 of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (S.I. 110 of 2019) (the “2019 Regulations”) to file details of their beneficial ownership with the Central Register.

Existing Relevant Entities have until 22 November 2019 to file the details of their beneficial ownership with the Central Register. Relevant Entities incorporated after 22 June 2019 must commence providing information to the Central Register within five months of their incorporation. It is expected that separate regulations will be published providing for the establishment of a central register of beneficial owners of Irish Collective Asset-management Vehicles (“ICAVs”) which will be maintained by the Central Bank.

Relevant Entities must submit their beneficial ownership information through the Central Register’s online registration portal - https://www.rbo.gov.ie/. Paper submissions are not accepted and no fees are charged. Relevant Entities should confirm with their service providers which entity will make the filing on their behalf well in advance of the November filing deadline.

The concept of beneficial ownership in the 2019 Regulations remains unchanged from the 2016 Regulations with respect to companies and captures any natural person who, directly or indirectly, has a greater than 25% ownership or controlling interest in a Relevant Entity. Where it is not possible to identify any natural person who, directly or indirectly, has a greater than 25% ownership or controlling interest in a Relevant Entity, the Relevant Entity’s beneficial ownership register should be populated with the senior managing officials of the Relevant Entity. In the case of investment funds, this will generally be the directors.

For further information relating the requirements of the 2019 Regulations and the functioning of the Central Register, please consult our previous briefings on the topic here and here.


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Bermuda | New Collateralised Insurer Class to Add ILS Fund Diversification

The introduction of a new class of insurer in Bermuda, “Collateralised Insurers”, is expected to be beneficial to both insurance-linked securities (ILS) funds’ and their investors, according to Sarah Demerling, Partner at law firm Walkers.

Proposed earlier this year via a consultation paper from the Bermuda Monetary Authority (BMA), the provision for the supervision and regulation of the new Collateralised Insurers class came into effect on August 5th, 2019 as part of the Amendment Act 2019, which came into operation and which amends the Insurance Act 1978.

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