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Ireland ESG Series - Part 3: Taxonomy Regulation

New regulations focus on sustainability in the financial services sector (Part 3 – Taxonomy Regulation)
Part 1 of this advisory series provides an overview of the key provisions of the Disclosures Regulation. Part 2 in this series considered the BMR Amendment. This part looks at the key provisions of the regulation on the establishment of a framework to facilitate sustainable investment and amending the Disclosures Regulation (the “Taxonomy Regulation”) with the majority of the provisions entering into force on 12 July 2020.

This regulation applies to (i) measures adopted by the European Union or its member states that set out requirements for financial market participants or issuers in respect of financial products or corporate bonds that are made available as environmentally sustainable; (ii) financial market participants (as defined in the Disclosures Regulation) that make available financial products (as defined in the Disclosures Regulation); and (iii) undertakings which are subject to the obligation to publish a non-financial statement or consolidated non-financial statement pursuant to the Accounting Directive.
 

Changes to the Cayman Islands Private Funds Law

The Cayman Islands Government has approved an amendment to the Private Funds Law 2020 (the “PFL”). The amendment is significant because it broadens materially the definition of “private fund” under the PFL.

What is the scope of the amendment?

The amendment removes the following elements from the definition of “private fund” under the PFL:

  • whilst single investor structures and individual investment management arrangements continue to be excluded, it is no longer necessary that the structure be established for the purpose of spreading investment risk;
  • the requirement that the business of the relevant entity include the offering and issuance of investment interests has been amended so that investments interests are required to be offered or issued by the relevant entity;
  • whilst it remains a part of the definition that the investments of the relevant entity are required to be managed, it is no longer required that the manager or operator receives a reward (whether directly or indirectly) for the management of those investments.

What entities are affected by the changes?

If your Cayman entities have been considered previously for registration under the PFL, and if you have concluded that registration is not required, it may be necessary to revisit those conclusions in certain circumstances. Whilst it is impossible to be definitive, this will be of particular relevance to:

  • structures where no fees are payable, or carried interest earned, whether directly or indirectly by any person associated with the fund sponsor or operator;
  • structures established to hold a single asset;
  • alternative investment vehicles (AIVs) established in the Cayman Islands; and
  • certain master fund structures.

Timing

Affected entities are required to register as private funds with the Cayman Islands Monetary Authority by 7 August 2020. 

In many instances, the reclassification process will not be completely straightforward and so should be commenced as soon as possible. Whilst we will be as proactive as possible in communicating with clients directly, please do not hesitate to reach out to your usual Walkers contact or any of the below in order to discuss your Cayman entities.

Click to download advisory

Working Time Compliance and Remote Working | Ireland

The COVID-19 pandemic has forced many employers to require their employees to work remotely. This situation looks set to continue for many office-based businesses. The Roadmap for Reopening Society and Business outlines that employees who can perform their functions remotely should remain working remotely until phase 4, currently scheduled to commence on 20 July 2020. However, it is likely that many employees may need to continue working remotely for a variety of legitimate reasons which we have summarised here.

Employment rights, entitlements and obligations continue to apply during this extraordinary time. In this advisory, we will examine employer obligations under the Organisation of Working Time Act 1997 (“OWT Act”) and how these obligations are impacted by remote working, as well as our recommendations for employers to ensure compliance with the OWT while employees are remote working.

 

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Establishment of Register of Beneficial Ownership of Unit Trusts, ICAVs and Credit Unions | Ireland

The recent publication of the European Union (Modifications of Statutory Instrument No. 110 of 2019) (Registration of Beneficial Ownership of Certain Financial Vehicles) Regulations 2020 (the "2020 Regulations") provides welcome clarity regarding the beneficial ownership filing requirements that will apply to unit trusts, ICAVs and credit unions.  The 2020 Regulations provide for the establishment of the Register of Beneficial Ownership of Irish Collective Asset-management Vehicles, Credit Unions and Unit Trusts (the "Register") which is expected to be operated by the Central Bank of Ireland.  In-scope entities will have 6 months to file their first returns to the Register. Helpfully, the definition of “beneficial owner” in relation to unit trusts has been amended including to clarify that there will be a “greater than 25 per cent” threshold when determining whether a unitholder is deemed to be a beneficial owner of a unit trust. 

 

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Update on Cayman Islands Mutual Funds Law and Regulation

Timing for Registration of Previously Exempt Funds

The sponsors and operators of Cayman Islands mutual funds which benefited from the “15 investor exemption” under the Mutual Funds Law (as amended) (the “Mutual Funds Law”) should, unless otherwise out of scope, by now be undertaking the process of registering with the Cayman Islands Monetary Authority (“CIMA”). The formal deadline for applications to be filed is 7 August 2020. Please see our client advisory on the removal of the 15 investor exemption

 

Update for all Regulated Mutual Funds - Contents of Offering Documents

In exercise of its authority under the Monetary Authority Law (as amended), CIMA has published rules for the contents of offering documents.

All mutual funds registered or licensed under section 4 of the Mutual Funds Law are required to comply with the rules.

The rules are largely a reiteration of best practice, although they do require the addition of language confirming that CIMA assumes no liability for the performance or creditworthiness of the mutual fund, nor for the veracity of the information contained in the offering document.

In most cases, we do not expect mutual funds will need to make significant changes to their existing offering documents.

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