Walkers Legal Internship Programme nurtures future talent

Walkers is delighted to announce that its Legal Internship Programme ran for three weeks, from 17 July to 4 August.  Hosting 10 students this summer, the programme was designed to provide these aspiring legal professionals with an opportunity to gain hands-on experience in a leading global law firm.

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Jan Golaszewski joins Walkers team in London as Insolvency & Dispute Resolution partner

Leading offshore Insolvency & Dispute Resolution lawyer Jan Golaszewski has joined Walkers team in London in a lateral partner hire from another offshore law firm in the City.

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What can we learn from recent enforcement actions in the Cayman Islands?

Walkers' regulatory partners Lucy Frew and Ian Mason consider the learning points for financial services providers (FSPs) from recent enforcement actions by Cayman regulatory bodies.

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Walkers announces 29 senior legal and professional services promotions

Walkers, the international financial services firm, is boosting its legal and professional services teams with 28 senior promotions effective from 1 July.

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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 Notes ("Revised Guidance Notes"). The Amendment Regulations and Revised Guidance Notes became operative with effect from 1 January 2022.

Consequently, with immediate effect, an entity (which includes a company to which the Bermuda Companies Act 1981 applies, a Bermuda LLC and a Bermuda partnership, but excludes an entity that is resident for tax purposes in a jurisdiction outside of Bermuda that is not on Annex 1 to the EU list of non-cooperative jurisdictions for tax purposes) will be carrying on the relevant activity of "fund management" if it manages investments for an 'investment fund' (as such term is defined in the Investment Funds Act 2006) and must comply with the Economic Substance Act 2018 ("ES Act") and related regulations. Prior to the amendment, only entities with physical presence in Bermuda were regarded as carrying on "fund management" business.

"Managing investments" is construed in accordance with the Investment Business Act 2003 ("IBA") and is defined as "managing or offering, or agreeing to manage, assets belonging to another person where those assets consist of or include investments".

Post amendment, for the avoidance of doubt, where an entity is managing investments for an investment fund, it will be carrying on the relevant activity of fund management for the purposes of the ES Act whether or not it is required to be licensed to conduct such activity in accordance with the IBA. This will therefore include all entities, even if they do not have a physical presence in Bermuda. 

For entities with a financial year end of 31 December, the first reporting period where entities will have to detail their compliance with the economic substance requirements will be 30 June 2023. However, steps need to be taken now to ensure compliance with the relevant 'CIGAs' (core income generating activities).

Walkers has a dedicated global Regulatory & Risk Advisory practice group that can offer legal advice and assistance in connection with all aspects of economic substance and all other regulatory compliance. The WPS team can assist with economic substance implementation and the submission of filings. For further assistance or to discuss the economic substance requirements in Bermuda and how they may impact your business, please speak with your usual Walkers contact or one of the contacts listed below.

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Offshore Perspective: Updates to HK Listings Rules

SPACs and Enhanced shareholder protection

Following market consultations, the Hong Kong Stock Exchange (HKEx) has recently published two sets of significant amendments to its Listing Rules (together with related guidance notes, the Amendments). The Amendments create a new listing regime for special purpose acquisition companies (SPACs) and enhance shareholder core protection standards for HKEx listed companies. The Amendments take effect on 1 January 2022.


Shareholder Core Protection Standards

The Amendments introduce a common set of core shareholder protection standards (the Core Standards) that will apply to all companies with shares listed on the HKEx, regardless of jurisdiction of incorporation. This approach will supersede the current regime, which broadly requires overseas issuers to afford protections to shareholders that are at least equivalent to those available in Hong Kong. The Core Standards cover a broad range of matters, including notice and conduct of shareholder general meetings and voting requirements and the appointment and removal of directors. The Core Standards are intended to be applied in a unified manner across all listed companies, and so derogation from any of the Core Standards will not ordinarily be available. Prospective issuers incorporated outside of Hong Kong and the PRC are required to demonstrate how their domestic corporate law regime, together with their constitutional documents, satisfy the Core Standards. Companies that currently have shares listed on the HKEx will be required to confirm compliance with the Core Standards not later than their second annual general meeting after 1 January 2022.

With approximately 75% of companies with shares listed on the HKEx incorporated offshore with more than 50% incorporated in the Cayman Islands), Walkers' dedicated equity capital markets team in Hong Kong is working very closely with prospective issuers, listed clients and onshore advisers on the amendments required to meet the Core Standards from a Cayman, BVI or Bermuda law perspective.

HKEx-listed SPACs

The Amendments introduce Chapter 18B to the Listing Rules, which creates a new listing regime for SPACs. Whilst some of the more restrictive proposals set out in the earlier consultation document have not been taken forward, the HKEx's SPAC listing regime will nevertheless differ from the US and European approaches in a number of key areas in relation both to the SPAC's IPO and subsequent business combination. These include:

  • limiting IPO and pre-business combination trading to professional investors (and requiring a minimum of 75 professional investors, of which at least 20 must be institutional);
  • stringent eligibility requirements for the SPAC's promoters / sponsors;
  • mandatory PIPE investment for the business combination; and
  • requiring a fresh listing application for the post-business combination combined entity.

It remains to be seen how the HKEx's SPAC listing regime will be received by market participants in light of significant competition from the US and European markets and from the Singapore Stock Exchange (SGX). Our teams across Hong Kong and Singapore have advised on a significant number of SPAC IPO and de-SPAC business combination transactions across the region, and are actively working with clients exploring both HKEx and SGX SPAC listings, with a number of these expected to come to market early in the new year.

Walkers is proud to be able to field one of the largest and most experienced dedicated offshore capital markets teams in the region, with team members based both in Hong Kong and Singapore. Contact details for the core team members are set out below and we would be delighted to discuss any aspect of the Amendments, or in relation to regional equity capital markets transactions more generally, as helpful.

Ireland Update: Clarity and Change for Whistleblowing

In Ireland, the recent Supreme Court decision in Baranya v Rosderra Irish Meats Group Limited [2021] has important implications for employers addressing protected disclosures made in the workplace. The timing of the Supreme Court decision is particularly apt with the imminent deadline for implementation of Directive (EU) 2019/1937 of the European Parliament and of the Council on the protection of persons who report breaches of Union law ("Directive").

Read our advisory, which covers an overview of the Baranya v Rosderra case, further details surrounding the implementation of the Directive and key takeaways for employers surrounding protected disclosures and grievances: 


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Proposal to Amend the Alternative Investment Fund Managers Directive - A Closer Look

On 25 November 2021, the European Commission (the "EC") published its proposal (the "EC Proposal") for a directive amending the Alternative Investment Fund Managers Directive ("AIFMD"). The EC Proposal is a key element of the EC's Capital Markets Union package with the other proposals relating to: (i) the establishment of a European single access point; (ii) amendments to the ELTIF framework; and (iii) revision of the rules under MiFIR.  Notwithstanding the overarching assessment that AIFMD is "generally meeting its objectives", the EC have identified a number of areas under AIFMD that could, in their view, be improved. Read our advisory, which provides a brief overview of some of the key proposed amendments to AIFMD described in the EC Proposal. 

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Ireland Update: CBI Dear CEO Letter on MiFID Suitability Requirements

On 1 December 2021 the Central Bank of Ireland ("CBI") issued a Dear CEO Letter detailing the findings of a review undertaken by the CBI as part of a Common Supervisory Action coordinated by the European Securities and Markets Authority ("ESMA") into firms’ compliance with the suitability requirements under MiFID II. The purpose of the Letter is to provide feedback to industry on the findings of the review and to outline the CBI’s expectations in relation to the application of the MiFID II suitability requirements.

To read our advisory, which covers the main findings of the Letter and the actions required by impacted Irish-authorised MiFID firms and credit institutions, please click below.


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