Walkers - Leading International Law Firm

Walkers (Cayman) acts for InSilico Medicine on $255 Million Series C Financing

Walkers (Cayman) is pleased to have acted as Cayman Islands counsel to InSilico Medicine in connection with its $255 Million Series C financing round. Hong Kong-based InSilico is a global leader in end-to-end artificial intelligence for target discovery, small molecule chemistry and clinical development. Walkers is happy to continue its longstanding relationship in support of Insilico in this very important, impactful, and emerging field.

The Walkers team acted alongside Wilson Sonsini (Shanghai) and was led by Cayman Islands partner, Andrew Barker, with assistance from Jennifer Sangaroonthong (Associate) and Aoife Murphy (Associate).

Walkers Advises bolttech in Record Series A Financing

Walkers acted as Cayman Islands counsel to bolttech, one of the fastest growing international insurtech companies, in its US$180 million Series A funding round led by private investment firm Activant Capital Group. The investment round is the largest series A round for an insurtech and values bolttech at more than US$1 billion, giving bolttech the insurtech unicorn status only one year after its launch in 2020.

Walkers' team was led by Singapore partner James Twigg and assisted by Hong Kong legal manager Ann Cheung.

Walkers Acts on Shui On Land's First Sustainability-Linked Bond Offering

Walkers is proud to have advised on Shui On Land's inaugural US$400 million Sustainability-Linked Bonds (SLBs) offering. The SLBs have a coupon of 5.50% and a tenor of five years with a call feature in the fourth year. Shui On Land’s SLBs mark an important milestone in the company’s sustainable finance journey following its inaugural green bond offering in November 2019.

Walkers advised the Issuer, Shui On Development (Holding) Limited, and the Parent Guarantor, Shui On Land Limited, on the Cayman law aspects. Walkers' team is led by partner Kristen Kwok, with the support of Helena Chu.

Other legal advisors include Freshfields Bruckhaus Deringer, Clifford Chance, Commerce & Finance Law Office, Davis Polk & Wardwell, and Jin Mao PRC Lawyers.

"They Stand and Fall Together" - Privity of Interests in Recognition of Foreign Judgments

A recent decision of the BVI Court in an application to set aside an order for rectification of the register of a BVI company has wider implications for the recognition of foreign judgments in the BVI and the representation of companies in Commercial Court proceedings by individuals (including directors) who are not admitted in the BVI.

Rectification of the register of a BVI company and recognition of foreign judgments

In January 2021, in BVIHC (Com) 0188 of 2020, Justice Jack ordered the rectification of the register of Lenux Group Limited ("Lenux") having recognized the judgment of the English Court in proceedings brought by the claimants against, amongst others, Mr Sergei Pugachev, a Russian businessman and the beneficial owner of Lenux, and Miharo Limited, a New Zealand Company which the English Court determined held all of the shares in Lenux on behalf of Mr Pugachev (despite Mr Pugachev purportedly placing those assets into a discretionary trust for certain beneficiaries). The English court ordered Mr Pugachev and Miharo to effect the transfer of the shares in Lenux to the claimants but they failed to do so. The claimants sought a rectification of the register of Lenux pursuant to section 43 of the Business Companies Act and the principles set down in the case of Wanda Fong Jerrit et al v Meridian International Holdings Ltd et al BVIHCM2019/0135 (4 December 2019 and 4 June 2020 judgments).

Justice Jack held that whilst he did not consider that Miharo had submitted to the jurisdiction of the English Court (because there had been no positive act by Miharo showing that it had accepted the jurisdiction of the English Court), he was able to recognize the English judgment following the decision in House of Spring Gardens Ltd v Waite [1991] 1 QB 241 and applying the principles in Wonda Fong Jerrit. The Court found that Miharo (as trustee) and the beneficiaries shared a common interest in the English proceedings in establishing that there had been a proper discretionary trust and in defeating the claimants’ assertion that the trust assets were held on bare trust for Mr. Pugachev. The BVI Court held that this was a quintessential example of privity of interest because Miharo had allowed the beneficiaries to argue its case and so "it is common sense that they stand and fall together". Justice Jack consequently ordered the rectification of the register of Lenux, but allowed Miharo a period of 35 days to apply to set aside that order.

Set aside applications and representation of companies

Miharo and Mr Pugachev both applied to set aside the rectification order, however neither appointed BVI legal practitioners to act on their behalf. At the hearing of the applications earlier this month, Mr Pugachev did not file submissions or appear. A director of Miharo attended the hearing and sought to appear on behalf of Miharo. The Claimants argued that Miharo must be represented by a legal practitioner, pursuant to CPR 69B.4(4) which provides that “bodies corporate must be represented by a legal practitioner in all commercial matters.” Justice Jack noted that this rule "appears to give the Court no discretion" but acknowledged that there may be some scope to relax the rule where it is absolutely necessary for a director to appear on behalf of a company, however, Miharo's director had failed to show such a case of necessity. Following the recent decision of the Court of Appeal in Yao Juan v Kwok Kin Kwo & anr [2021] ECSCJ No 577 in the application of the Legal Practitioners Act 2015, Justice Jack held that it is "highly arguable" that the director was "practicing law" in contravention of the provisions of that act.

Ultimately, the BVI Court dismissed both set aside applications on the basis that no adequate grounds had been shown by either party to vary or discharge the rectification order.

Whilst the decision to recognize the judgment of the English Court and rectify the register of Lenux in order to enforce a significant money judgment against Mr Pugachev is on its face a straightforward one, the findings of the BVI Court both in respect of privity of interest in recognition proceedings and the commentary on non-BVI legal practitioners appearing for companies in commercial court proceedings have much wider implications for the jurisdiction. The decision should reassure creditors of the BVI Court's pragmatic approach to enforcement of foreign judgments.

The judgment of Justice Jack dated 14 January 2021 can be found here and the judgment of 23 June 2021 here

Murray Laing and Cate Barbour acted for the Claimants.

Walkers Sponsors Bermuda Virtual Tech Summit 2021

Walkers is pleased to announce that it is a platinum sponsor of the third annual Bermuda Tech Summit produced and hosted by the Bermuda Business Development Agency. The theme this year is ‘Transforming the Digital Landscape’ and will take place virtually 13-15 October 2021.

Bermuda-based Corporate, Finance, Funds & Insurance Partner Natalie Neto will be one of the panelists at the upcoming event.

With countries looking for innovative ways to recover their post-pandemic economies, Bermuda is one of the leading jurisdictions to find new ways to grow. The Bermuda Tech Summit will feature the world’s leading technology thought leaders, reimagining what the future’s digital landscape will look like, providing insights and wisdom on the latest trends. And because you never know where the next spark of innovation will appear, the summit is free for all to attend.

Walkers London Celebrates 20th Anniversary

Walkers Tops Market Leading Rankings in Chambers Global Again

AML Training Portal Launch

Walkers Celebrates 5 Years in Bermuda

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Chambers Global Practice Guide 2021: Aviation Finance & Leasing

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Walkers Advises Kitopi on US$415 Million Series C Funding Round

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SPACs and Aviation and Aircraft Finance

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