Walkers Named Best BVI Law Firm 2021 by WWL

Walkers is pleased to announce that its BVI office was recently named the Best BVI Law Firm 2021 at the annual Who's Who Legal Awards.

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Walkers Scoops WWL Asset Recovery and Restructuring & Insolvency Awards

Walkers is pleased to announce that its Global Insolvency & Dispute Resolution Group has won two awards at the recent 2021 Who's Who Legal Awards.

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Colette Wilkins QC to Head Walkers Asia Litigation Practice

Walkers is pleased to announce that Cayman Islands partner, Colette Wilkins QC, will be relocating to the firm's Hong Kong office to lead its Asia litigation practice from January 2022.

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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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See upcoming virtual events and webinars.

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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.
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At Walkers we are committed to building a diverse and inclusive workplace where everyone can feel comfortable, happy and confident in an inclusive environment.

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24/01/22

Walkers maintains double Tier 1 ranking in The Legal 500 Asia-Pacific 2022

We are pleased to announce that Walkers has maintained top tier status in The Legal 500's Asia-Pacific Offshore Law Firms rankings.  Our firm is the only offshore law firm in Asia that has achieved Tier 1 rankings for both its Hong Kong and Singapore...

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20/01/22

Walkers Acts for Our Kettle Inc. in licensing of Kettle Re Ltd. Collateralised Insurer

Walkers is pleased to have acted as Bermuda counsel to Our Kettle, Inc. ("Kettle") on the formation and registration of collateralized reinsurer, Kettle Re Ltd. ("Kettle Re"). Kettle Re will focus on California wildfire reinsurance and its aim is to be the world's most...

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19/01/22

Chambers Global Practice Guide 2022: Banking Regulation

Walkers Partner Niall Esler, Of Counsel Shane Martin, Senior Associate Conor Daly and Associate Bill Laffan have authored the Ireland Law and Practice chapter in the Chambers 2022 Global Practice Guide on Banking Regulation. The Banking Regulation 2022 Guide includes contributions from 22 jurisdictions...

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12/01/22

Walkers (London) acts as Cayman Islands counsel to Haven Cove Capital Management in connection with Fund migration to Cayman

Walkers (London) is pleased to announce that it has acted as Cayman Islands counsel to Haven Cove Capital Management ("Haven Cove") in connection with the migration of their flagship fund, Haven Cove Absolute Return Fund (the "Fund"), to the Cayman Islands. The move was...

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11/01/22

Irish Quarterly Legal and Regulatory Report - Asset Management and Investment Funds

Welcome to the October – December 2021 issue of our Irish Quarterly Legal and Regulatory Developments report for asset management and investment funds. This report covers key developments during the quarter under the following headings: AIFMD developments; UCITS developments; Central Bank developments; and other...

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10/01/22

Cayman Islands: Update On The Securities Investment Business Act

The Securities Investment Business Act (as amended, the “SIBA”), which is supervised by the Cayman Islands Monetary Authority (“CIMA”), provides for the regulation of entities carrying on “securities investment business”. Typical examples of persons carrying on securities investment business include investment managers, investment advisors,...

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10/01/22

Walkers Advises Maker Foundation on Dissolution, Achieving Full Decentralization

Walkers has advised longstanding client Maker, the leading software development team that bootstrapped the well-known Ethereum-based decentralised finance (DeFi) protocol, on a restructure which resulted in operations being fully turned over to the Maker Decentralised Autonomous Organisation (DAO). DeFi allows financial products to become...

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06/01/22

Bermuda Economic Substance Update

Following consultation with industry, the Economic Substance Regulations 2018 have been amended by the Economic Substance Amendment (No.2) Regulations 2021 ("Amendment Regulations") which amends the definition of the relevant activity of "fund management" in Bermuda. Certain consequential revisions have also been made to the Economic Substance Guidance...

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Bermuda Economic Substance Amendment Act 2021

The Bermuda Economic Substance Amendment Act 2021 received Royal Assent on 30 June 2021. This Act amends Bermuda's Economic Substance Act, 2018 (the "ES Act"), to bring limited partnerships without separate legal personality and overseas partnerships into scope.

Partnerships that are now in scope which are carrying out a specified relevant activity will have six months to comply with the economic substance requirements set out in the ES Act and associated regulations (meaning they must be fully compliant by 30 December 2021).

As a reminder, the following are relevant activities for the purposes of the ES Act:

  • banking
  • insurance
  • fund management
  • financing and leasing
  • headquarters
  • shipping
  • distribution and service centre
  • intellectual property
  • holding entity

Whether they are partnerships or companies, investment funds that are not carrying on a relevant activity are not in scope of Bermuda's economic substance laws.

As a result of the changes, the Registrar of Companies has issued updated Guidance Notes dated 1 July 2021.

Walkers Professional Services is available to assist entities to file economic substance declarations where required under the ES Act. In addition, Walkers' dedicated Regulatory & Risk Advisory Group can advise on the applicable relevant activity classifications and can assist entities to determine how to meet any applicable economic substance requirements.

Cayman Update: Separate Liquidation Committees for Segregated Portfolios of SPCs

On 19 April 2021, Chief Justice Smellie QC held in In the Matter of Premier Assurance Group SPC Ltd. (in Official Liquidation) that the Court has the power under Order 9, rule 1(1) of the Companies Winding Up Rules, 2018 ("CWR") to order the establishment of separate liquidation committees in respect of a segregated portfolio company ("SPC") and each of its segregated portfolios.

There are no specific statutory provisions in the Companies Act (2021 Revision) (the "Companies Act") or the CWR empowering the Court to establish separate liquidation committees in respect of an SPC and its portfolios. Notwithstanding this, the joint official liquidators ("JOLs") of Premier Assurance Group SPC Ltd (in Official Liquidation) (the "Company") submitted that the Court had the power to make such a direction pursuant by way of the proviso in O.9, r.1(1) of the CWR, which provides that:

"Unless the Court otherwise directs, a liquidation committee shall be established in respect of every company which is being wound up by the Court" (emphasis added)

The JOLs submitted that pursuant to certain case law, the Court had the power to order that separate liquidation committees be formed as long as they were compliant with the requirements of the CWR. Furthermore, the establishment of separate liquidation committees would be entirely consistent with the statutory scheme prescribed by the Companies Act relating to SPCs and, in particular, Section 223(1)(a) of the Companies Act. By that provision, the legislature mandates that liquidators deal with the assets of a SPC in accordance with Section 219(6) by establishing and maintaining procedures to ensure that the assets of each segregated portfolio are segregated and separately identifiable from the assets of other portfolios and from the SPC's general assets. Following from this, it seemed appropriate from an economic and practical perspective that only those creditors with recourse to certain assets of the Company (i.e. by reference to a segregated portfolio) should have an ability to provide feedback in respect of those assets.

In the circumstances, the Court accepted that a direction for the establishment of separate liquidation committee could be made in respect of SPCs pursuant to O.9, r.1(1) of the CWR and that it was appropriate in this case for liquidation committees to be established in respect of the Company and each of its segregated portfolios.

Rupert Bell (Partner), Chris Keefe (Senior Counsel) and Daisy Boulter (Associate) of Walkers act for the JOLs.

Cayman Grand Court Confirms Statutory Mechanism for Approval of Former Liquidators' Fees as Statutory Trustees

Grand Court confirms that Section 48 of the Trusts Act (2021 Revision) provides a statutory gateway for the approval of former liquidators' fees as statutory trustee pursuant to Order 23, rule 5 of the CWR

A recent judgment of the Grand Court of the Cayman Islands (the "Grand Court") has confirmed that section 48 of the Trusts Act (2021 Revision) (the "Trusts Act") provides former liquidators, in their capacity as statutory trustees of the undistributed assets of a dissolved company, with a statutory gateway to seek directions from the Grand Court for the approval of their fees and expenses of administering the trust assets.

In his written ruling in the matters of Re F & C Warrior Fund Limited (Dissolved) and F & C Warrior II Fund Limited (Dissolved) (Cause Numbers FSD 105 of 2021 (ASCJ) and FSD 107 of 2021 (ASCJ)), the Honourable Chief Justice Smellie Q.C. provided welcome guidance on the appropriate procedure to be followed by a former liquidator when seeking the approval of fees and expenses incurred in their capacity as a statutory trustee pursuant to section 153 of the Companies Act (2021 Revision) (the "Companies Act") and Order 23 of the Companies Winding Up Rules, 2018 (as amended) (the "CWR").

  1. The Former JVLs' applications
Prior to the applications, F&C Warrior Fund Limited and F&C Warrior II Fund Limited (the "Companies") had been placed into voluntary liquidation, following which, the Companies' former joint voluntary liquidators (the "Former JVLs") sought to distribute redemption proceeds to the Companies' former investors. At the time of the Companies' dissolutions, a proportion of the Companies' remaining cash assets (the "Outstanding Redemptions") had yet to be distributed to the Companies' former investors, the practical effect of which was that the Outstanding Redemptions were held by the Former JVLs as statutory trustees on behalf of the Companies' former investors pursuant to section 153 of the Companies Act and in accordance with Order 23 of the CWR.

Following the expiry of the 12 month statutory trust period prescribed by Order 23 of the CWR, the Former JVLs issued ex parte originating applications under section 48 of the Trusts Act seeking directions that their fees incurred as statutory trustees of the Outstanding Redemptions be paid out of the Companies' residual cash assets, with the net remaining amounts to vest bona vacantia in the Financial Secretary of the Cayman Islands in accordance with section 153 of the Companies Act and Order 23, rule 6 of the CWR.

  1. Ruling of the Grand Court
In delivering his ruling, the Honourable Chief Justice accepted that Order 23, rule 5 of the CWR provides that a former liquidator is entitled to be paid a reasonable fee for advertising, administering claims and preparing their accounts pursuant to section 153 of the Companies Act and in accordance with Order 23 of the CWR and that the basis and amount of that fee must be fixed by the Grand Court.

In addition, the Honourable Chief Justice accepted the submission that section 48 of the Trusts Act provided the Former JVLs, in their capacity as statutory trustees of the Outstanding Redemptions, with a statutory gateway to seek an order for directions that their fees be capped in accordance with Order 23, rule 5 of the CWR.

Having regard to the above principles, the Honourable Chief Justice was satisfied that the Former JVLs' fees and expenses of administering the Outstanding Redemptions as statutory trustees had been reasonably and proportionately incurred and that the Former JVLs' times costs referable to the management and distribution of the Outstanding Redemptions were therefore recoverable as against the trust assets.

  1. Benefit of the ruling to former liquidators
From a practical perspective, the principal advantage of issuing an application under section 48 of the Trusts Act is that a filing fee of CI$200 will be payable by a former liquidator, as opposed to the CI$5,000 filing fee payable in respect of an originating application filed in the Financial Services Division of the Grand Court. Furthermore, the Honourable Chief Justice confirmed the suitability of applications of this nature to be disposed of "on the papers" on the basis that they fall squarely within the provisions of Order 85, rule 8(1) of the Grand Court Rules (1995 Revision) (as revised), thereby avoiding the cost of a formal hearing before the Grand Court.

The Chief Justice's ruling provides welcome clarification to insolvency practitioners tasked with administering undistributed assets following the dissolution of a Cayman Islands entity and confirms the availability of an efficient and economical mechanism by which a former liquidator may seek directions for the approval of their fees reasonably incurred in administering such trust assets.

Peter Kendall and Blake Egelton of Walkers acted on behalf of the Former JVLs, Simon Conway and Jess Shakespeare of PWC Corporate Finance & Recovery (Cayman) Limited.

Ireland Update: Central Bank of Ireland updates AML/CFT Guidelines for Financial Sector

On 23 June 2021, the Central Bank of Ireland published revised Anti-Money Laundering and Countering the Financing of Terrorism Guidelines for the Financial Sector. The publication of the Updated Guidelines follows the enactment of the Criminal Justice (Money Laundering and Terrorist Financing)(Amendment) Act 2021 as part of the transposition of the 5th Anti-Money Laundering Directive and expands the scope of the Updated Guidelines to also apply to virtual asset service providers. Please click here to view our advisory, which provides a summary of the new information and guidance included by the CBI in the Updated Guidelines.

 

Click to view advisory

Chambers Global Practice Guide 2022: Banking Regulation

Walkers Partner Niall Esler, Of Counsel Shane Martin, Senior Associate Conor Daly and Associate Bill Laffan have authored the Ireland Law and Practice chapter in the Chambers 2022 Global Practice Guide on Banking Regulation.

The Banking Regulation 2022 Guide includes contributions from 22 jurisdictions and covers the requirements for acquiring or increasing control over a bank; corporate governance; anti-money laundering (AML) and counter-terrorist financing (CTF) requirements; depositor protection; capital, liquidity and related risk control requirements; insolvency, recovery and resolution of banks; and the latest regulatory developments.

Through the Ireland chapter, the Walkers authors have sought to give guidance on key topics such as AML/KYC, depositor protection, bank secrecy, horizon scanning and prudential regime.

View guide

Published with permission from Chambers and Partners (January 2022).

More Articles ...

  1. Irish Quarterly Legal and Regulatory Report - Asset Management and Investment Funds
  2. Walkers Fundamentals White Paper 2021 – Regional Update: Americas
  3. Walkers Fundamentals White Paper 2021 – Regional Update: Europe
  4. Walkers Fundamentals White Paper 2021 – Regional Update: Asia & MENA