Sponsored briefing: Utilising offshore structures for digital assets

Sponsored briefing: Utilising offshore structures for digital assets

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. Continue reading “Sponsored briefing: Utilising offshore structures for digital assets”

Sponsored briefing: Key issues when structuring a BVI joint venture

Sponsored briefing: Key issues when structuring a BVI joint venture

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.

Key Documentation

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). Continue reading “Sponsored briefing: Key issues when structuring a BVI joint venture”

Sponsored briefing: Container securitisation thriving in Bermuda

Sponsored briefing: Container securitisation thriving in Bermuda

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.

Structuring a Bermuda Container Securitisation Transaction

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. Continue reading “Sponsored briefing: Container securitisation thriving in Bermuda”

Shoring up – the Offshore report

Shoring up – the Offshore report

In what will undoubtedly be remembered as an unpredictable year in more ways than one, offshore firms across the globe leveraged their resilience and diverse practice offerings to weather the storm that 2020 brought. The US-China trade wars and the uncertainty around the EU/UK divorce gave way to the devastation of the global coronavirus pandemic, plummeting oil prices and markets in freefall, and the final throes of Brexit negotiations.

However, the offshore legal sector seemingly managed to duck every blow and avoid every collapse, with 2020 and early 2021 proving to be highly successful years across the offshore market. For Edward Mackereth, global managing partner of Ogier, ‘unprecedented was the word of 2020’, while Christian Luthi, chair of Conyers, states: ‘2020/21 has certainly tested the adaptability of the firm, and Conyers has come through extremely well’. Jonathan Green, global managing partner of Maples, adds: ‘2020 and early 2021 have been very active periods for us, setting new high-water marks in many of our practice areas. Our global teams have delivered without missing a beat, pandemic notwithstanding.’ Continue reading “Shoring up – the Offshore report”

Sponsored briefing: Flexible and stable: The growing appeal of offshore SPACs

Sponsored briefing: Flexible and stable: The growing appeal of offshore SPACs

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. Continue reading “Sponsored briefing: Flexible and stable: The growing appeal of offshore SPACs”

Offshore: Deal or no deal?

Offshore: Deal or no deal?

Protracted arguments over Brexit have led a divided Britain to the point of exhaustion. In the months leading up to the June 2016 referendum, offshore firms were concerned about the potential impact of a ‘Yes’ vote – although perhaps less so than some of their onshore counterparts. Even before the financial crisis, there had been a continued diversification by larger firms in the major offshore jurisdictions away from a reliance on the UK economy.

Since the referendum, offshore firms in the British Crown Dependencies and Overseas Territories have been dealing with the problems of continued uncertainty that Brexit has created for their clients and advising them in relation to investment opportunities that may arise once it is eventually resolved. Continue reading “Offshore: Deal or no deal?”

Offshore: The unsilent majority

Offshore: The unsilent majority

Among Asia’s competing financial centres, Hong Kong is the essential place to be for leading offshore law firms. Collectively, their local offices have grown significantly over the past few years to around 300 lawyers, making Hong Kong the third most-heavily lawyered jurisdiction by offshore firms after the Cayman Islands and Jersey.

But in early June, the first visible signs emerged of real discontent with Beijing’s increasing threat to Hong Kong’s freedoms: around 3,000 lawyers took part in a silent protest march in opposition to a government bill that would amend the city’s extradition law – the largest-ever protest by lawyers in history. They argued vehemently that the proposed amendment would allow Hong Kong to handle extradition requests from jurisdictions with no prior agreements, most notably China, and would strike a blow to the rule of law. Since that peaceful march, Hong Kong has deteriorated to become a city in crisis. Several months of much larger pro-democracy protests by millions of its citizens have provoked widespread violence and a sustained fall in business activity. Continue reading “Offshore: The unsilent majority”

Offshore leaders’ year in review: Under pressure

Offshore leaders’ year in review: Under pressure

Donald Trump is still in office, Brexit is still about to happen, but the global economy in 2018 provided few of the seismic shocks that have reverberated offshore in recent years. Uncertainty remains a continuous theme, although there were none of the revelations like the Panama Papers of 2016 and the Paradise Papers in 2017, both of which generated big headlines but ultimately little impact.

The media attention has been underpinned by what Ingrid Pierce, global managing partner of Walkers, calls ‘a deliberate unwillingness to understand the benefits of international financial centres to the global economy’. Offshore reputation remains a concern for Michael O’Connell, Appleby’s group managing partner. ‘Considering the escalating media, political and regulatory scrutiny that the industry is under, combined with the pressures of an uncertain economic environment, there is a continued need to focus on perception and reputation,’ he says. ‘Any large mistakes are likely to be blown out of proportion in the current climate.’ Continue reading “Offshore leaders’ year in review: Under pressure”

Offshore disputes: Centre of the cyclone

Offshore disputes: Centre of the cyclone

The inferno of disputes arising from the financial crisis is finally being reduced to embers. Although this may have caused the volume of commercial litigation in London to plateau, disputes in the main Caribbean offshore centres continue to be very buoyant: several firms report significant double-digit revenue growth in their dispute resolution teams over the past 12 months.

Driven by different dynamics, the Cayman Islands, the British Virgin Islands (BVI) and Bermuda have each developed in their own right as sophisticated jurisdictions in which to litigate – supplemented by the expansion of specialist commercial courts, a raft of high-quality judges and a regular flow of top-drawer London silks to argue significant cases. Continue reading “Offshore disputes: Centre of the cyclone”

Offshore disputes: Big fish, small pond

Offshore disputes: Big fish, small pond

Carlyle, Tchenguiz and Crociani are cases repeatedly cited by the leading players in Jersey and Guernsey as shorthand for big disputes and big fees. These cases just keep on giving: all three are now subject to further appeals or related proceedings, prolonging their life in litigation terms. Elsewhere, the mood among local dispute resolution and insolvency lawyers is generally upbeat. Although less high-profile litigation might not deliver the big headlines, there is enough going on below the radar for revenues to remain healthy.

‘Insolvency-related disputes are still a significant source of work globally,’ says Jeremy Wessels, Mourant’s head of litigation and dispute resolution. ‘Other areas where we have seen increased activity include trust-related litigation, regulatory, debt restructuring, cross-border enforcement and go-private transactions.’ Mourant remains the biggest Channel Islands firm for disputes with 25 lawyers in Jersey (five partners and 20 other fee-earners) and 23 (six and 17 respectively) in Guernsey. Continue reading “Offshore disputes: Big fish, small pond”