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Walkers will be hosting its first Walkers Offshore Academies on 25 October in Beijing and 27 October in Shanghai.

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Following the recent 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 practice.

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Walkers Asset Recovery

Fifteen Walkers lawyers were recognised in the 2017 Who's Who Legal Asset Recovery guide. This is more than any other global law firm worldwide.

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BVI Office Update

The financial services industry has successfully implemented business recovery plans

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Ireland Trainee Solicitor Programme

Walkers is pleased to announce that we are now accepting applications for our 2018/19 Ireland Trainee Solicitor Programme.

 

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Bermuda: Testing the Tides of Change

"With the induction of a new government on the island, the time is right to reflect on the evolution of the captive insurance industry in Bermuda, from its humble beginnings to its world-leading present," Ross Law, Bermuda Report 2017 Editor, Captive Review.

In this year's Captive Review Special Report: Bermuda 2017, associate Phelecia Barnett looks at the development of Bermuda's captive insurance industry against the backdrop of global political and economic change.

"Bermuda's captive industry began in the 1960s with Fred Reiss, a risk manager from Ohio, who coined the term 'captive' and initially developed the captive concept. Although met with much opposition in both Bermuda (to preserve Bermuda's reputation by keeping 'funny money' off of its shores) and the United States (with the introduction of the United States Tax Reform Act 1962 (Tax Reform Act)), Bermuda's captive sector developed and thrived. The Tax Reform Act was designed to clamp down on the escape of foreign profi ts from current taxation and outlined the fi rst provisions for the taxation of offshore US foreign controlled companies.

Ironically, it could be argued that the Tax Reform Act created a way for Bermuda's nascent captive industry to grow. Regulations made it expensive to establish and operate captives in the US. Unable to receive insurance at home, US companies began to look offshore in order to self-insure. At the end of the 1960s Bermuda had become the leading captive domicile, with more than 100 captives..."

 

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Initial Token Offerings - Five Things That You Need To Know About Them

Initial token offerings (ITOs), also called initial coin offerings (ICOs), token launches or token generation events, are one of the latest trends in financial services. ITOs have emerged out of the increasing use of distributed ledgers and blockchain technology, the software that underpins cryptocurrencies, such as Bitcoin.

However, are ITOs just another buzzword or fad in the Fintech sector, or are we seeing a new method of investing emerge? In this article senior associate Stephen Ozanne shares his top five things that you need to know.

1. What are ITOs?
Tokens (or coins) are a virtual form of investment, which have been created using blockchain technology. Some start-up technology companies are "issuing" tokens as an alternative means of raising capital by using an existing blockchain platform, such as Ethereum, to create and record the distribution of tokens as a form of investment in the start-up.

The investment terms of the tokens are pre-programmed into the blockchain to form a “smart contract” that can be automatically performed by software. For instance, smart contracts can autonomously transfer tokens to investors once the smart contract has recognised that all the conditions for investment have been met (such as transferring the purchase price for the tokens, usually in a cryptocurrency, to the issuer). A blockchain platform can securely verify and record transfers of tokens, and should be a transparent means for investors to monitor their investments (Bitcoin’s open blockchain ledger is publically visible online, although other blockchain platforms can be private). Since the administration of the token issue is automated by software, it is very efficient, and typically only the token issuer and investors need to participate. This has the potential to disintermediate (cut out) many of the parties that are typically involved in traditional forms of issuing investments.

Authored by senior associate Stephen Ozanne, this article first appeared in EnVoyage Magazine.

 

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When is a Consent Order not a Consent Order? Cayman Court Clarifies Position

Following an unprecedented course of events in a Cayman Islands case under section 238 of the Companies Law (2016 Revision) (“Law” and “Fair Value Proceedings”) the Grand Court of the Cayman Islands (“Court”) has held that (a) a consent order for an interim payment entered into between the company and the dissenters is binding upon the company when made; and (b) the dissenters were acting reasonably in presenting a winding up petition following a failure by the company to make payment pursuant to that consent order and having no bona fide dispute on substantial grounds that the debt was due and payable.

In In the matter of Trina Solar Limited Walkers, with the assistance of leading counsel Robert Levy QC, acts for the dissenters, which are all funds managed by Hong Kong based fund manager Maso Capital, which had their shares cancelled as part of a management buy-out that was completed by way of statutory merger under Part XVI of the Law and exercised their statutory right to dissent from the merger.

Background

In this case, the company and the dissenting shareholders had agreed by way of a consent order that the company would make an interim payment of the merger consideration paid to shareholders whose shares were expropriated as part of the merger. This consent order had been approved as to form and content by Walkers (acting for the dissenting shareholders) and the attorneys acting for the company, executed by the Judge, The Honourable Justice Segal, and sealed by the Court.

On the eve of the payment date required by the consent order, the company sought an extension of time to pay, stating that certain “internal issues” had arisen relating to the payments. The dissenters sought further information as to the reasons for the delay. No explanation was provided, and the dissenters made demand for payment after the date for payment had passed.

The company then alleged that it was not required to make payment pursuant to the consent order due to a variety of purported legal bases, and, in the evidence in support of an application for the consent order to be set aside, explained that the reasons that the company did not want to make the payments were that:

  1. it had received legal advice that the consent order was defective because interim payment applications could not be made by consent;
  2. a jurisdictional challenge to the power of the Court to make an order for interim payments was being run in two other cases under section 238 of the Law (which was known to the company before giving instructions to sign the consent order), and the company, and certain unnamed stakeholders in the company, had decided that they did not want to pay pending the outcome of those challenges; and
  3. those same unnamed stakeholders in the company had not consented to the payment being made (even though the consent order had been signed on behalf of the company).

Effectively, the company had had a change of heart with respect to the making of the interim payments and no longer wanted to make payment as agreed.

Following the company’s refusal to pay the interim payment on what the dissenters considered were unsustainable technical grounds, and that, as a result, there was no bona fide dispute on substantial grounds as to the obligation on the company to make payment of the interim payments pursuant to the consent order which were then due and payable, the dissenters filed a winding up petition against the company in reliance upon, inter alia, the ground of insolvency.

 

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Andrew Miller - Private Client Thought Leadership

This month in Lawyer Monthly Andrew Miller speaks international developments in advising UHNW families. Andrew Miller is Partner at Walkers' Cayman office and Head of the Global Wealth Structuring Group. He is also a member of the Steering Committee of Walkers' LatAm Group and specialises in all aspects of British Virgin Islands, Cayman and international wealth structuring and related regulatory work. His main line of work is for Ultra High Net Worth (UHNW) families and financial institutions.

Q. How have you seen financial institutions progress over the years in the Cayman Islands?

Particularly over the last five or so years, the world has become much more complex for UHNW international families. This has led to some, for instance, banks exiting the business but being replaced by what have become larger more specialised independent fiduciary companies.

 

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Taylors in association with Walkers Enters IFLR 1000 in Tier 2

Taylors in association with Walkers, a full service commercial law firm providing advice on all aspects of Bermuda law with particular emphasis on matters of corporate and international finance law and insolvency and dispute resolution, has had its Finance & Corporate practice entered into the IFLR1000 2018 rankings in Tier 2.

IFLR1000's write up stated:

Although its doors have only been open since the beginning of 2016, Taylors – which works in exclusive association with leading Anglo-Caribbean firm Walkers – has made its mark in Bermuda.

Over the past year, the firm has emerged as a leading player for oil and gas sector M&A and financing deals, such as a$684.5 million project finance facility for the BW Group.

In terms of lateral moves, Taylors added partner Arianne West from Wakefield Quin during the research period.

Off the back of a strong year Taylors moves into the second tier in this edition.

Client feedback:

Deep level of expertise delivered with precise advice and efficient implementation. Pricing of services is value driven and quality of work is top tier. Team is responsive and proactive. The expertise is global with ability to resolve complex issues across multiple jurisdictions.” – Investment funds

Ranked lawyers included:

Jonathan Betts - Market Leader

Diligent, knowledgeable and a pleasure to work with. I have great trust in his advice and ability to think proactively about my legal needs in Bermuda.

Ariane West - Highly Regarded

Terrific depth of knowledge and precise work. Works well and adds value with our NYC attorneys.

Taylors opened for business on 1 January 2016 and is led by Managing Partner, Kevin Taylor. Taylors is a full service commercial law firm, working in exclusive association with Walkers. Jonathan Betts is the head of the corporate and finance practice at Taylors

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