10 Walkers' Lawyers Recognised in Asia Business Law Journal's Top 50 Offshore Lawyers 2022

10 lawyers across Walkers' Bermuda, Cayman, Hong Kong and Singapore offices have been recognised in the Asia Business Law Journal’s A-List of top offshore lawyers.

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Walkers Celebrates Record 72 Lawyer Rankings in Chambers Global Guide 2022

Walkers is celebrating a record year as 72 of its lawyers have been included in the guide, representing an 18% uplift from the 2021 guide.

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Walkers Launches Online AML Training Solution in Bermuda

Walkers Professional Services has announced that it has launched an innovative e-Learning Anti-Money Laundering Training platform in Bermuda.

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Walkers Maintains Tier 1 Ranking in The Legal 500 Europe, Middle East & Africa (EMEA) 2022 edition

Walkers Dubai has reinforced its preeminent position as the go-to offshore law firm in the region with a top tier status in Legal 500's EMEA 2022 edition.
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Central Bank Publishes Outsourcing Register - Submission Requirements

The Central Bank of Ireland has published guidance notes and submission templates on the new outsourcing registers that regulated financial services providers are expected to establish and maintain.

For any entities that are required to submit registry information to the Central Bank, details of outsourcing arrangements in place as of 31 December 2021 must be submitted via the online reporting system by close of business on 7 October 2022.

The latest advisory from Walkers' Asset Management & Investment Funds Group explains the scope of the rules, reviews the guidance notes, and sets out the key deadlines.

Click to view advisory

Introduction of the New Cayman Islands Restructuring Officer Regime

The much-anticipated and welcome reforms to the Cayman Islands restructuring and insolvency legislation will come into force on 31 August 2022.

These important amendments to Part V of the Cayman Islands Companies Act ("Companies Act") will introduce a new restructuring officer regime available to companies in financial distress, which can be accessed without the need to present a winding up petition to the Grand Court of the Cayman Islands (the "Cayman Court").  Upon filing the application seeking the appointment of restructuring officers, companies will be able to obtain an immediate and standalone restructuring moratorium on unsecured creditor action which will have extraterritorial effect (as a matter of Cayman Islands law), within which a restructuring may be proposed and implemented.

The key features of the new restructuring regime will be as follows:

  • Companies may present a petition to the Cayman Court seeking the appointment of a restructuring officer on the grounds that: (i) the company is or is likely to become unable to pay its debts; and (ii) intends to present a compromise or arrangement to its creditors (or classes thereof) either, pursuant to the Companies Act (such as by way of a Cayman Islands scheme of arrangement), a foreign law or by way of a consensual restructuring.
  • The petition seeking the appointment of a restructuring officer may be presented by the directors of a company: (i) without a shareholder resolution and/or an express power to present a petition in its articles of association; and (ii) without the need to file a winding up petition as a prerequisite.
  • A standalone restructuring moratorium on unsecured creditor action will automatically arise on filing the application seeking the appointment of restructuring officers, which will have exterritorial effect, as a matter of Cayman Islands law (previously, the moratorium only took effect upon the appointment of provisional liquidators rather than filing the application).
  • Cayman Islands schemes of arrangement may now potentially be able to compromise English law-governed debt, thereby expanding the scope of the applicability of the Cayman Islands restructuring regime to more debt restructuring situations.
  • Secured creditors with security over the whole or part of the assets of the company will remain entitled to enforce their security without the leave of the Cayman Court and without reference to any restructuring officer.

Another important legislative reform is the removal of the “majority in number” or “head-count” test for shareholder schemes of arrangement such that only the “majority in value” test must be satisfied to approve a proposed shareholder scheme of arrangement at the relevant meeting(s).

Further details on the new restructuring officer regime and other amendments to the Companies Act can be found here:

Grand Court warns investment managers that indemnity costs will loom large should they contest the identity of official liquidators in solvent liquidations

Overview

In a recent decision of the Grand Court of the Cayman Islands (the "Court") concerning a supervision order in respect of a Cayman company in voluntary liquidation, Kawaley J considered the settled principles in a solvent Cayman Islands liquidation involving a dispute as to the identity of the official liquidators to be appointed.


The Proceeding

In the Matter of Sciens Alternative Assets Recovery Fund II (in Voluntary Liquidation) (the “Fund”) [FSD 103 of 2022 (IKJ)], the incumbent voluntary liquidator presented a petition seeking orders to bring the voluntary liquidation of the Fund under supervision of the Court, and for the appointment of the incumbent voluntary liquidator as official liquidator of the Fund. It was common ground amongst the parties that a supervision order should be made. The dispute arose as to the identity of the official liquidator, with the critical question arising being which party’s interest should be afforded more weight: the management shareholder (seeking the appointment of the incumbent voluntary liquidator) or the majority economic shareholder in the Fund (seeking the appointment of David Griffin and Andrew Morrison of FTI Consulting (Cayman) Ltd (the “FTI Nominees”)).

 

Click to view advisory

Judgment on Declaratory Relief in Cayman Islands Insolvent Liquidation Proceedings

A recent decision of Kawaley J sitting in the Grand Court of the Cayman Islands (the “Grand Court”) has provided helpful clarification on what he described as a “legally significant” and “important jurisdictional point”. The question was one of the Grand Court’s jurisdiction to grant declaratory relief in official liquidation proceedings in circumstances where there is no express provision in the Companies Act (as amended) (the “Companies Act”) or the Companies Winding Up Rules (as amended) (the “CWR”) giving the Grand Court jurisdiction to make declarations in insolvent liquidation proceedings. Kawaley J held that it does have the jurisdiction to do so whether that be pursuant to the Grand Court Act, impliedly under the Companies Act jurisdiction to control the exercise of a liquidator’s powers, pursuant to its inherent jurisdiction to fill a lacuna in the existing procedural framework, or to make good its own prior order in the liquidation proceedings.


Facts

The Cayman Islands parent company (the “Company”) has subsidiaries incorporated across the globe. It was initially placed into provisional liquidation in order to effect a restructuring which later continued on an insolvent basis when the Company was placed into official liquidation and joint official liquidators (“JOLs”) were appointed. This decision arose because the JOLs required their powers in the official liquidation to be formally confirmed by the Grand Court in order to obtain regulatory approval in a jurisdiction which is unfamiliar with Cayman Islands insolvency law to make good a commercial agreement connected to a disposition of the Company’s assets.

 

Click to view advisory

Walkers' Guide to Token Issuances, DAOs and Foundation Companies in the Cayman Islands

Since the inception of Walkers' Global Fintech Group in 2017, the virtual assets and blockchain sectors have grown materially and become increasingly sophisticated. In response to the demand from our clients we have worked on a wide range of mandates in this space. We have continually been at the forefront of innovation in this area and have advised our clients on how to navigate through the complex legal and regulatory issues that frequently arise. As a result we have obtained significant experience in advising clients on their journey from a small team looking for seed capital through to a fully decentralised operation.

In this guide we will consider the most common roadmap which we see used in connection with blockchain based projects. We will then look at some of the key questions which we regularly advise our clients on. These relate to why the Cayman Islands is the best choice for these types of projects, why foundation companies are increasingly used as legal wrappers for decentralised autonomous organisations ("DAOs") and how to undertake a token issuance in the context of the Virtual Assets (Service Providers) Act (the "VASP Act"). We will also consider the key service providers which need to be engaged to facilitate the structures discussed below.

 

Click to view advisory

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