Brexit

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 practise.

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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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Walkers Wins HFM Week Award

Walkers has been awarded the Best Offshore Law Firm Award for Client Service at the HFM Week US Hedge Fund Services Awards 2017.

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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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Powerwomen 200

Walkers in IFC Powerwomen Top 200

Six Walkers lawyers have been ranked in the 2017 edition of CityWealth's IFC Powerwomen Top 200.

 

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You Gotta Have (Good) Faith | The Cayman LLC Law

The Limited Liability Company (LLC) in the Cayman Islands has proven to be a popular vehicle from the outset. One of the key selling points of the LLC is the ability for clients to mirror the terms of their onshore vehicles and structures; and for that reason, the Limited Liability Companies Law (the Cayman LLC Law) has been closely modelled on the Delaware vehicle of the same name. However, in response to our discussions with users of the Delaware product, the Cayman model has one key departure: it offers contracting parties a greater degree of flexibility and certainty when considering the duties owed by members to one another.

The Cayman Islands legislation did not import the implied covenant of good faith and fair dealing, which we understand is the only duty that cannot be waived, modified or eliminated in a Delaware LLC agreement. The resulting ability to expressly define the duties applicable to the parties to an LLC agreement entirely within that document affords the contracting parties, who are typically sophisticated and experienced, the flexibility to negotiate their agreement with the certainty that its terms will be considered entirely within the four corners of the contract. The uncertainty inherent in the implied covenant of good faith and fair dealing, with the potential that exists under Delaware law for an exercise of judicial discretion in a way that may run counter to the true intention of the parties, is avoided...

 

This article first appeared in The Drawdown; Private Equity Funds Cayman 2017.

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Private Equity: An Offshore Perspective 2017

Approximately ten years ago, we witnessed an unprecedented period of fundraising as leviathan leveraged buyout funds gathered tens of billions in capital commitments. The immediate challenges that faced those funds, as markets collapsed in 2008 and leverage dried up, have been well documented. What is interesting now is that this generation of funds is coming to the end of their contractual terms, and are faced with the challenge of extracting as much value as possible from what remains of their burdened portfolios.

Within this context, during the past three years we have seen the re-emergence of fundraising for large institutions. Individual sizes are perhaps more modest than during the previous cycle, but there are also many more specialist funds in the marketplace, and the aggregate capital raised is impressive. There are many stark similarities between 2016 and 2008. The uncertainties may be more political than market-based, but they are two sides of the same coin. It is trite to say that with these uncertainties come opportunities that present themselves in no other time, but nonetheless true. For funds that are still relatively new, there is the chance to be nimble and to exploit these opportunities.

However, for funds at the end of an investment cycle, the uncertainties are less welcome. This is because one of the many unique factors about an investment in a private equity fund is that such funds are closed-ended and so, by definition, have an end point. Happily, there are sophisticated investors with recently filled war chests who are looking to exploit the availability of secondary investments in funds and their assets. That presents a rather unique set of challenges with which we anticipate the industry will be heavily occupied in the year ahead.

Reproduced with permission from Law Business Research Ltd. This article was first published in The Mergers and Acquisitions Review, - Edition 11 (published in October 2017 – editor Mark Zerdin).

 

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Venture Capital Funds in Europe

Venture capital (VC) fundraising in Europe has returned to its highest level since before the financial crisis, with investors increasingly attracted to the fast-growing financial, information technology, biotechnology and healthcare sectors. During 2016, €6.4 billion ($5.6 billion) was raised by European venture capital funds - the highest since 2007 when they raised €7.7 billion and a jump from the €5.5 billion raised in 2015. Quarterly figures for 2017 suggest a similarly strong performance is expected this year.

Companies within the IT sector were the largest beneficiaries with €2 billion invested in 2016. Biotech and healthcare also received a combined €1.2 billion of new investment. Advancements in science and technology have meant an increasing number of companies offering credible investment opportunities, especially in big data, cyber security, digital healthcare and life sciences.

Success stories of venture capital firms investing in now globally recognised companies such as Facebook, Twitter and Shazam have also attracted investment from institutional investors. Despite more institutional investors now committing capital to Europe, a number are yet to get involved which suggests that there is scope for even greater growth in the near future.

 

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Private Funds - The New Channel Islands Approach

In the last twelve months, both Jersey and Guernsey have launched new “private fund” regimes, which are designed to enhance speed to market and to offer an alternative to the more regulated products which may not be necessary or appropriate at the time of launch.

Jersey Private Funds
Launched in April 2017, the regime amalgamates and replaces three other products aimed at the private fund market, thereby simplify and streamlining Jersey’s offering in this area. Based on industry feedback and an analysis of competitor products in other jurisdictions, the regime represents a welcome development in the product range offered by Jersey and recognises the need for regulatory flexibility for private funds targeted at investors at a professional level of sophistication. The regime is likely to be of considerable interest to the private equity and real estate funds markets.

Guernsey Private Funds
The Guernsey Financial Services Commission introduced the new Private Investment Fund regime in November 2016. The regime creates a new class of private fund which may be registered with the regulator. Such funds may be either open or closed-ended, and are aimed at the situation where a manager has a close working relationship with a small group of investors. In this situation a more informal and flexible regulatory regime is appropriate.

 

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Ireland - A European Distribution Solution

Europe ranks as the second largest market in the global asset management industry, managing 33% of the estimated EUR 41 trillion global mutual funds’ assets at the end of 2016. Furthermore, the European market is open to the rest of the world and can be accessed through a variety of Irish domiciled fund structures benefitting from a European passport.

Irish domiciled funds lend themselves to a wide variety of asset classes including; private equity, hedge funds, real estate and infrastructure funds, loan and other credit funds, hybrid and equity funds. These funds are marketed not only within Europe but globally. Ireland’s EU membership, the range of regulated funds that it offers, a zero direct tax environment for funds, low corporation tax for service providers, strong regulatory environment and Ireland’s highly-skilled English speaking workforce makes it a European domicile of choice for global asset managers.

 

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