GAIM Ops Cayman 2019

Walkers will once again be a headline sponsor of the 2019 GAIM Ops Cayman conference.

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Walkers Launches Compliance Services Offering

Walkers Compliance complements Walkers' legal, corporate and fiduciary services to deliver a one-stop-shop for clients looking to use the Cayman Islands jurisdiction for their business needs.

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Brexit

Following the result in the United Kingdom's EU referendum, Walkers has created a Brexit page dedicated to providing our clients relevant information about the jurisdictions in which we practise.

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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.
GlobalMap Oct2018
Promotions 2018

Walkers' Promotions Highlight Growth of Global Firm

We are pleased to announce that 8 attorneys across our 10 global offices have been invited to join the partnership. In addition, 18 associates have been promoted to senior counsel, or local equivalent.

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Irish Funds: A year of change

Partner Nick Blake-Knox, of Walkers' Irish office, outlines the recent events, trends and regulatory occurrences which fund managers are dealing with in 2018 and beyond.

In terms of trends we are seeing an increasing role for ESMA. This is particularly the case with supervisory convergence, which has been identified by ESMA as an area of strategic importance and has been included in its 2019 Work Programme which sets out its priorities and areas of focus for 2019. ESMA views supervisory convergence as a necessary step in achieving its overall mission to enhance investor protection and promote stable and orderly markets.

One of the key objectives of the supervisory convergence programme is to remove regulatory arbitrage and this is particularly relevant in the context of firms seeking to relocate as a result of Brexit. A Supervisory Coordination Network (SCN) has been established by Esma at which EU national competent authorities are afforded the opportunity to share and discuss details of Brexit related relocation applications that they have received in order to allow for the adoption of a common supervisory approach across member states. The SCN process has resulted in the expectations of certain NCAs, particularly those in relation to local substance, evolving over the course of the authorisation process, which in some cases can take more than 12 months to complete.

 

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Originally published by HFM Global

Smashing Records – Venture Capital and PE in Asia

Records are made to be broken. In the private equity and venture capital spaces this seems to be a global theme in 2018. 2017 saw an unprecedented amount of capital raised in the private equity space (at US$453 billion) and projections indicate that venture deal and dollar volumes will surpass dot-com records1. However, in Asia, records aren’t simply being broken – they are being shattered. Global private equity and venture capital financing grew by 11.5% globally in 2017. But in Asia, at 37.6% that rate is more than tripled2. And that remarkable statistic is only the tip of the iceberg. 

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Steps Cayman Funds Should Take Now to Comply With New Requirement to Appoint AML Officers

The September 30, 2018, deadline for funds formed in the Cayman Islands to comply with the new requirement to designate natural persons as anti-money laundering officers – i.e., Anti-Money Laundering Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer – is quickly approaching.

In a recent interview with The Hedge Fund Law Report, Walkers partner Lucy Frew discussed the new requirement arising from the Cayman Islands Anti-Money Laundering Regulations (2018 Revision) (2018 AML Regulations) to designate AML Officers, practical considerations for deciding whom to appoint to serve in these roles and steps that funds should take to ensure they comply with this requirement.

 

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This article first appeared in The Hedge Fund Law Report Vol. 11, No. 35.

Sarah Maguire | Finance Dublin "A Day in the Life"

Sarah Maguire, Irish Investment Funds Partner, was featured in Finance Dublin's "A Day in the Life" article in their October 2018 edition.

Click on the link below to view the full article (reproduced with permission from the publishers).

 

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Have you been true and full? A limited partner's right to information

The Grand Court of the Cayman Islands has recently released for publication a decision in Dorsey Ventures Limited (Plaintiff) and XIO GP Limited (Defendant) (FSD 38 of 2018, unreported 22 October 2018) which provides some welcome clarification regarding the extent of a limited partner's statutory rights to information in a Cayman Islands exempted limited partnership. The Court considered the rights of a limited partner to receive information in respect of the underlying partnership through section 22 of the Exempted Limited Partnership Law (2018 Revision) (the "ELP"):

"Subject to any express or implied term of the partnership agreement, each limited partner may demand and shall receive from a general partner true and full information regarding the state of the business and financial condition of the exempted limited partnership."

The matter concerned XIO Fund I LP (the "Fund"), an exempted limited partnership registered under the ELP. Dorsey Ventures Limited (the "LP") is a limited partner in the Fund and XIO GP Limited (the "GP") its general partner. The LP, now controlled by insolvency practitioners as professional directors, applied for an order that the GP deliver up certain information and documentation regarding the financial condition of the Fund with reference to the rights under section 22 of the ELP.

The application was made in the context of a wider dispute between two individuals as to the ultimate beneficial ownership of the LP, a dispute which is the subject of an ongoing arbitration in Hong Kong. There are substantive related proceedings before the Grand Court of the Cayman Islands.

In refusing the LP's requests and in response to the application, the GP argued that:

  1. Section 22 is subject to any express or implied term of the relevant Limited Partnership Agreement (the "LPA");
  2. Clause 15.2 of the LPA required the GP to maintain records of books and accounts;
  3. Clause 15.3 provided for the LP to receive the Fund's annual audited accounts and unaudited quarterly accounts by certain dates, or otherwise as soon as practicable;
  4. As a matter of construction, these contractual provisions expressly exclude the general right to receive information under section 22; and

Alternatively, a term should be implied to this effect to give business efficacy to the LPA (applying Marks and Spencer Plc v BNP Paribas Securities Services trust Co (Jersey) Ltd [2016] AC 742 ("M&S v BNP").

The Court ultimately made the order sought by the LP. In doing so Justice Mangatal held that:

  1. The relevant clauses in the LPA provide for the maintaining of records of books and accounts and the furnishing of that information;
  2. When read in conjunction with section 21 of the ELP (which deals specifically with 'accounts'), the right to receive "true and full information" under section 22 plainly contemplates a broader class of information than merely audited and unaudited accounts;
  3.  As a result, a reasonable man (with background knowledge of the parties) could not have understood the parties to have intended to exclude the rights under section 22, absent express language in the LPA to that effect; 
  4. M&S v BNP provides that a term can only be implied if, without the term, the contract would lack commercial or practical coherence. That was not the position here. The LPA could not properly be said to lack commercial or practical coherence and could not be construed as excluding the broad right to information under section 22. 

The judgment makes it clear that any fund wanting to restrict or exclude the LP's right to receive "true and full information" regarding the state of the partnership will have expressly to do so in the LPA.

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