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Private Capital & Trusts specialist Adam Fellows joins Walkers' Jersey office
Private wealth lawyer Adam Fellows has joined Walkers' growing Private Capital & Trusts team in Jersey.
Adam, who joins Walkers from a leading onshore firm in London as an associate, has both onshore and offshore experience as a private wealth lawyer, and in-house experience with an institutional trustee in Jersey.
He is partly STEP qualified and specialises in advice in relation to Jersey trust and foundation structures, and in advice relating to underlying assets.
The addition of Adam brings Walkers' Channel Islands Private Capital & Trusts team to 11 lawyers, led by partner Rupert Morris and group partners Rajah Abusrewil and David Cooney.
The Walkers Private Capital & Trusts team is unique in its jurisdictional offering – the teams in Jersey and Guernsey advise on the laws of Bermuda, BVI and Cayman as well as the laws of the Channel Islands, offering a jurisdictionally-agnostic service based on clients' unique requirements.
Immediately before joining Walkers, Adam was seconded to HSBC as legal counsel to its Trust & Fiduciary business in Jersey.
Group partner Rajah Abusrewil said: "Adam is a very welcome arrival to the team, and his experience in private practice onshore and in an in-house role offshore are directly relevant to our work.
"We continue to grow our team in the islands, and our unique positioning advising on five laws from two offices is resonating with our local and international client base who see the benefits of an authentically jurisdiction-neutral approach on offshore structuring options."
Jonathan Heaney, the managing partner of Walkers' Jersey office, added: "Our strategic growth in the Island continues, and I am very pleased to welcome Adam aboard – we look forward to following up with further announcements about our continuing recruitment activity in the coming weeks."
Walkers stands in solidarity with the LGBTQ+ community around the world
We are proud to celebrate Pride and stand in solidarity with the LGBTQ+ community around the world.
We believe in fostering a diverse, equitable and inclusive workplace that values and respects the unique contributions and perspectives of all individuals.
Diversity is a vital part of our DNA. This also means that we can easily connect with our clients and their people, and our people can succeed and enjoy career progression regardless of their sexual orientation or gender identity. During Pride month and beyond, we encourage our employees, clients and communities to embrace diversity, champion equality and support the LGBTQ+ community and their allies.
International women's groups come together for networking in Guernsey
Women in Guernsey working in the trusts and insolvency and restructuring sectors attended a networking event at La Valette Bathing Pools on Thursday – the joint International Women's Insolvency & Restructuring Confederation ("IWIRC") and International Ladies in Trusts Association ("ILITA") event was sponsored by law firm Walkers.
IWIRC is an organisation of women supporting women in the restructuring and insolvency industry, with more than 2,000 members worldwide. The Channel Islands Chapter of IWIRC was launched in November 2022 and it is the 53rd network globally.
ILITA was established in the Cayman Islands in 2014 and launched in the Channel Islands last year. ILITA connects and promotes women in the trusts profession at all stages of their careers. It offers events for social networking and professional development enabling those from the industry to forge and develop connections with others in the industry.
Advocate Helena Lavin, a senior counsel in Walker's Guernsey Insolvency & Dispute Resolution team who is Secretary of the Channel Islands chapter of IWIRC, said: "Bringing these two organisations together for a joint networking event was a great opportunity, given how much cross-over there is between trusts and insolvency and restructuring work in the Islands."
Kathryn Macken, associate in Walkers' Guernsey Private Capital & Trusts team added: "It was excellent to see familiar faces from the local financial services industry making connections with our guests from Jersey and London. We look forward to hosting similar events both separately and under a joint banner this year."
Anyone looking for more information or keen to join IWIRC should go to: https://www.iwirc.com/networks/channel-islands
IWIRC Channel Islands will host a breakfast event in Jersey next month. You can learn more and sign up here: https://www.eventbrite.co.uk/e/be-connected-iwirc-channel-islands-breakfast-in-jersey-tickets-623512622037
Walkers advise NASDAQ-listed NeoGames on its definitive Business Combination Agreement
Walkers has advised NASDAQ-listed NeoGames (NASDAQ: NGMS) on its definitive Business Combination Agreement pursuant to which it will be acquired by Aristocrat Leisure Limited, a leading mobile and casino games content creator.
The transaction represents an enterprise value of approximately US$1.2 billion for NeoGames, a technology-driven provider of end-to-end iLottery and iGaming solutions.
Lawyers from Walkers' London office advised as Cayman Islands counsel, alongside lead counsel Latham & Watkins and Herzog Fox & Neeman.
Partner Neil McDonald led the Walkers team of senior counsel James Denham and Jennifer Maughan, senior associate Tom Esler, and associate Catherine Outerbridge.
Neil said: "We are delighted to have worked with Latham and Herzog on this significant matter, which demonstrates the versatility and efficiency of Cayman Islands structures for acquiring global tech businesses."
Banking & Finance lawyer Robert White joins Walkers' Guernsey office
Experienced Banking lawyer Robert White has joined Walkers' growing Banking & Finance team in Guernsey.
Robert trained and practised with White & Case LLP in the City before working in Asia with Tilleke & Gibbins and Norton Rose Fulbright.
He has experience of a broad range of finance-related matters, including advising both financial institutions and corporate borrowers on a wide range of domestic and international financings, such as general bank lending, real estate finance, trade finance, sustainability-linked loans and borrowing base facilities.
He joins the Walkers' Guernsey Banking & Finance team, led by group partners Zoë Hallam and Kim Paiva.
The team focuses on fund finance, asset finance, real estate, leveraged finance and general secured lending matters, as well as Islamic finance instructions.
Kim Paiva said: "Robert is a very welcome arrival to our busy team, and his international experience aligns with the cross-border nature of our work."
Matt Sanders, the managing partner of Walkers' Guernsey office, added: "Our strategic growth in Guernsey continues, and we are very pleased to welcome Robert to the team."
Walkers advises on successful appeal of fair valuation determination
Walkers successfully represented two dissenting shareholders, Maso Capital Investments Limited and Blackwell Partners LLC – Series A (the "Appellants"), in an appeal against a first instance judgment of the Grand Court of the Cayman Islands (the "Grand Court") in which the fair value of the Appellants' shares in Trina Solar Limited (the "Company") was determined pursuant to section 238 of the Companies Act (the "Judgment"). The determination followed the Appellants' dissent from a management 'take-private' transaction by which shareholders of the Company who were unaffiliated with the bidding consortium were offered US$11.60 per American Depositary Share ("ADS") as consideration for their ADSs.
At first instance, the Grand Court Judge determined that the fair value of the Appellants' shares in the Company was US$11.75 per ADS using a blended basis of valuation methodologies, with a weighted average of 30% for the adjusted market (or trading) price, 45% for the deal (or merger) price and 25% for the Discounted Cast Flow ("DCF") valuation.
On appeal, the Cayman Islands Court of Appeal (the "CICA") expressed considerable concern about the process undertaken by the Company to arrive at the offer made to shareholders by the bidding consortium. In this case, the lack of relevant witnesses (particularly as regards the special committee of the board of directors that was established to consider the offer made by the bidding consortium) or sufficient documentary evidence to explain and justify the deficiencies in the deal process was of particular concern to the CICA. In the circumstances of a management buyout, the CICA concluded that the absence of such evidence meant that the merger price could not be a reliable indicator of fair value. Accordingly, in addition to some amendments that needed to be made that will result in the DCF valuation being materially higher, the CICA concluded that the blended basis of valuation methodologies should be altered to give a weighted average of 30% for the adjusted market price and 70% for the DCF valuation (meaning that the merger price was given a zero weighting). Indeed the CICA commented that "in the present cast the Company escaped very lightly".
The final calculation of the fair value of the Appellants' shares in the Company has been remitted to the Grand Court Judge for determination in accordance with the Judgment. In light of the amendments required by the CICA, it is anticipated that the adjusted fair value of the Appellants' shares in the Company will be substantially higher.
The CICA's decision shines a light on the importance of companies ensuring that a robust and effective deal process has been implemented in management buyout scenarios, and how the merger price should be treated in future appraisal cases where the deal process is defective.
The Walkers team is led by Partner Rupert Bell, with Associate Patrick McConvey. Simon Salzedo KC was instructed by the Appellants at both first instance and the appeal.