Conyers’ Barnabas Finnigan and Eric Flaye on how offshore jurisdictions have positioned themselves to take advantage of recent developments
The development of blockchain applications and the rapid growth of cryptocurrencies and other virtual assets have opened up new opportunities in the fintech space in recent years. Increasingly, sophisticated investors are seeking ways to access this niche sector.
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The British Virgin Islands (BVI) is a particularly popular jurisdiction for incorporating joint venture vehicles. The principal statute governing the formation and operation of a BVI business company is the Business Companies Act 2004 (the BC Act). The BC Act is a modern and flexible companies statute.
The principal corporate documents are the joint venture agreement (JVA) and the memorandum and articles of association of the BVI company (M&A). There are particular provisions of the JVA that must be in the M&A under BVI law. These provisions relate to: (i) the rights attaching to the authorised shares of the company; (ii) provisions in respect of company procedures such as notice and quorum requirements for shareholder meetings; (iii) the election of directors; and (iv) restrictions on the powers of the directors to carry on the business of the company (being items requiring super majority director approval or shareholder approval).
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Over the last decade, leased container securitisation transactions have increasingly enabled container lessors to raise capital and leverage growth opportunities based on strong performance and outlook in the container leasing sector. Bermuda has played an integral role for market-leading lessors such as Textainer and Triton, and has a trusted reputation among lessors as the leading offshore jurisdiction offering flexible and innovative structures for container securitisation transactions.
A typical container securitisation transaction involves the incorporation of a special purpose vehicle (SPV), normally a Bermuda exempted company, although exempted limited liability companies (LLCs) can also be used. The SPV can either be directly owned by the parent or use an orphan structure (held by a Bermuda purpose trust) which removes the asset from the parent’s balance sheet. The SPV will purchase the container leases (or other specified assets) with some form of regular cash flow and issue loan notes or preference shares in the capital markets to finance the purchase. The repayment of principal and interest on such notes is then secured by the purchased assets and the accompanying cash flow.
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Conyers’ Neil Henderson, Anton Goldstein and Matthew Stocker on the resurgence
Special purpose acquisition companies (SPACs) enjoyed a resurgence in 2020 as an alternative to traditional IPOs. Now, as 2021 begins, investors continue their search for efficient ways to deploy capital and generate attractive returns in the Covid-19 era of low interest rates and market volatility.
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When considering key trends and developments in the legal sector in 2020, it is impossible to ignore the global Covid-19 pandemic and its impact on working practices around the world. The BVI has risen to these challenges thanks to its modern and flexible legal framework and proactive adoption of innovative new technology including virtual hearings and meetings, online filing systems, and electronic execution of documents.When considering key trends and developments in the legal sector in 2020, it is impossible to ignore the global Covid-19 pandemic and its impact on working practices around the world. The BVI has risen to these challenges thanks to its modern and flexible legal framework and proactive adoption of innovative new technology including virtual hearings and meetings, online filing systems, and electronic execution of documents.
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