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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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
Admissions April2019

Walkers Announces Admissions of 50th and 51st Caymanian Attorneys-at-Law

We are pleased to announce that Articled Clerks Gemma Cowan and Sophie Dibb have completed their legal training, both being called to the Cayman Islands Bar. 

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A solution to an unusual predicament

The Company had attempted to continue out of the BVI as a company incorporated under the laws of Cyprus. However, the procedures required by the laws of Cyprus to secure its incorporation there were not completed with the consequence that the Company was not incorporated in Cyprus. In the meantime, as she was entitled to do, the BVI Registrar of Corporate Affairs, relying on a Temporary Certificate of Continuation issued by the Cyprus Registrar, issued a certificate of discontinuance in the BVI and struck the name of the Company from the BVI Register of Companies. In the result, at the time of the application to the Court, the Company was not incorporated or treated as incorporated anywhere.

The BVI Commercial Court (Mr Justice Michael Green QC (Ag.)) held that the scheme of the Business Companies Act ("the Act") was to require three conditions to be satisfied before a company discontinuing under the Act ceased to be a company incorporated in the BVI. The first of these conditions is that the laws of the jurisdiction outside the Virgin Islands permit the continuation and the company has complied with those laws. He also held that the opening words of s.184 of the Act which contains those conditions imply a fourth condition: that the company is actually continuing in another jurisdiction. The Judge found that the conditions in subparagraphs (a) to (c) of s. 184(2) are cumulative and that they must all be satisfied, together with the preliminary condition, before a company will cease to be incorporated under the Act. In the circumstances, therefore, the Judge found that Company had not ceased to be incorporated in the BVI.

The Judge went on to consider whether the Act provided a mechanism whereby a company struck off in the course of a discontinuance might be restored to the Register of Companies. He was persuaded that section 217 does give power to the Court and to the Registrar to restore a company in such a case and, accordingly, made an Order rescinding and declaring void the Company's discontinuance and restoring the Company to the Register.

Walkers (Rosalind Nicholson (Partner) and Rhonda Brown (Associate)) appeared for the successful Applicants

Click to view judgment - Nikolay Artemenko v The Registrar of Corporate Affairs BVIHC (COM) 0213/2018, Judgment 20 March 2019

Ireland - Cross-Border Distribution of Collective Investment Schemes

On 12 March, 2018 the European Commission presented its original proposals for a Directive and accompanying Regulation on the crossborder distribution of collective investment schemes with the objective of addressing regulatory barriers which it had identified as a significant disincentive to EU cross-border distribution.

Following a period of negotiation and technical finalisation between the European Commission, the European Parliament and the Council of the EU, the Council on 22 February, 2019 published an “I” item note setting out the final compromise texts of the:

  • Proposed Directive amending the UCITS Directive and AIFMD with regard to the cross-border distribution of collective investment funds (the “Directive”); and
  • Proposed Regulation on facilitating cross-border distribution of collective investment funds (the “Regulation”).
The Directive and Regulation aim to ‘coordinate the conditions for fund managers operating in the internal market and facilitate cross-border distribution of the funds they manage’ by filling in the regulatory gaps, aligning the notification procedure to the competent authorities, authorising ESMA to develop new technical standards, improving the transparency of national requirements and ensuring national authorities can control AIFM’s pre-marketing arrangements, while all the while safeguarding investor protection.

 

Click to view advisory

Bermuda Offers Solution For Banking Services To Bermuda Licensed FinTech Companies

The Bermuda Government has announced that, as a result of confidence in Bermuda’s high regulatory standards, Bermuda can now offer an option for US banking services to be made available to Bermuda licensed FinTech companies.

According to a press release issued from the Bermuda Government, Signature Bank, a New York-based full-service commercial bank, has agreed to provide a full range of banking services to companies that meet Bermuda and Signature Bank standards. The press release states that Signature Bank is a dynamic financial institution that was an early entrant into digital asset space and was the first bank to launch a New York regulatorapproved blockchain-based platform for managing money transfers between clients.

Premier, the Hon. David Burt, JP, MP, stated: “The Government has been working diligently to promote Bermuda as the destination of choice for FinTech companies looking for a place to domicile. We produced progressive legislation in 2018 and have established Bermuda as a leader in the FinTech industry. Bermuda is respected as a well-regulated and legislated jurisdiction in the FinTech space and companies know that this is a safe place to live and work.

Banking for the FinTech sector has been a considerable challenge around the globe. Banks have been reluctant to take on the risks of dealing with digital assets for fear that they may fall foul of global compliance regulations. Signature Bank’s willingness to consider Bermuda licensed businesses for banking services is a significant vote of confidence in and endorsement of Bermuda’s efforts to create a leading high standard regulatory regime for FinTech business.”

We understand that Signature Bank has advised that it is willing to accept banking applications from Bermuda-licensed companies with effect from 1 March 2019. Please feel free to contact any one of our FinTech team to find out more information.

Click to view advisory

Beneficial Ownership Further Deadline Extension for Bermuda

The deadline for existing Bermuda companies, LLCs and partnerships to update or verify information regarding beneficial ownership has been extended again to 30 April 2019.

The Minister of Finance has issued a notice, on 28 February 2019, further extending the deadline for all Bermuda companies and partnerships (unless exempted) to establish such a beneficial ownership register (if necessary, verify and update the same) and make the necessary filings with the Bermuda Monetary Authority from 28 February 2019 to 30 April 2019.

The team at Walkers Bermuda is here to help. Walkers Bermuda has a detailed understanding of the applicable legislation, and is providing assistance to clients on all aspects of the new beneficial ownership regime.

Ireland Update – Amended Credit Servicing Regulatory Regime Now in Force

Following the issuance by the Minister for Finance, Paschal Donohoe, of a commencement order, the Consumer Protection (Regulation of Credit Servicing Firms) Act 2018 (the “Act”) has entered into force from 21 January 2019.

Overview - New Regime now in Force
The introduction of the Act means that a number of previously unregulated entities (e.g. SPVs) that:

a. hold legal title to relevant portfolios of Irish loans (“Relevant Portfolios”); and / or
b. control the overall strategy or key decisions relating to credit,

are now subject to regulation and a requirement to apply to the Central Bank of Ireland (the “Central Bank”) for authorisation to carry on the business of a credit servicing firm (in the absence of any acceptable restructuring solution). Due to the broad potential scope of the Act, participation in certain types of syndicated loans by unregulated lenders may also come within scope.

The Act represents a major expansion of the scope of the previous credit servicing regime and means that both current owners and prospective future purchasers of Relevant Portfolios should carefully review their structures in order to ensure compliance.

Please see our previous client briefing (available here) for a detailed analysis of the amendments to the existing credit servicing regime that have been introduced by the Act and the resulting consequences.

 

Click to view advisory

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