Ogier

St Peter Port

  • Address
    Redwood House
    Saint Julian's Avenue
    St Peter Port GY1 1WA
  • Country
    Guernsey
  • Phone +44 1481 721 672
    Fax +44 1481 721 575
  • Visit website

Updates

Corporate Finance/M&A

How Guernsey is benefiting from global M&A boom
Guernsey | 24 October 2018

A variety of factors are fuelling a sustained boom in M&A activity around the world, including a number of mega-deals across a variety of sectors. Irrespective of deal size, a wide range of positive factors has driven deal volume. All of this is good news for the financial services community in Guernsey, which is seeing significant growth in work as a result – not least law firms with experienced M&A teams.

Employment & Benefits

Harvey Weinstein and you: what employers should be doing about sexual harassment
Guernsey | 07 March 2018

What started with complaints against an Oscar-winning film producer has led to a movement that has toppled government ministers and reduced much-loved figures from the entertainment world to pariahs. Although Guernsey may feel far away from Hollywood or Westminster, the issue of sexual harassment is just as real. So what should an employer do to protect its employees and its business from harassment?

Environment & Climate Change

Guernsey Green Fund – environmentally friendly wrapper
Guernsey | 29 October 2018

The Guernsey Financial Services Commission recently introduced the Guernsey Green Fund designation to provide investment managers with an opportunity to "assure investors that their investments are contributing to initiatives that have a positive environmental impact on the planet and in so doing inspire confidence that their investments are well regulated". The designation is available to registered and authorised schemes run in accordance with the Guernsey Green Fund Rules.

Private Client & Offshore Services

The list goes on – why Guernsey bridges gap between funds and stock exchanges
Guernsey | 11 July 2019

It is well known that new investment company listings have been relatively sporadic of late – this is not entirely due to Brexit, but it is clear that Brexit has stalled a number of fundraisings which have gone out to market. Fortunately, once there is some clarity on the way forward, there may be a race to market. Data from the London Stock Exchange (LSE) to the end of January 2019 shows that Guernsey is home to more non-UK incorporated companies listed on the LSE than any other jurisdiction globally.

Guernsey Royal Court's expertise in complex trusts cases
Guernsey | 04 July 2019

Two recent cases in the Guernsey Royal Court – one relating to the variation of a settlement and one relating to the winding up of a trust – demonstrate the complex trusts cases that regularly come before the court. The first case involved an application from two mothers on behalf of their children, whose father is a famous professional footballer. In the second, an investment firm, as the sole member of a discretionary class of beneficiaries, applied for a trust to be terminated and the trust fund to be distributed to it.

Update on economic substance rules for Guernsey fund managers
Guernsey | 27 June 2019

The Income Tax (Substance Requirements) (Implementation) Regulations 2018, as amended, came into effect on 1 January 2019 and apply to accounting periods commencing on or after that date. The new economic substance requirements apply to certain Guernsey tax-resident companies and have been passed in order to comply with the EU Code of Conduct Group on Business Taxation. This article summarises the current position relating to the substance requirements for fund management companies.

Green finance – a world first and a force for good which also makes economic sense
Guernsey | 20 June 2019

Increasingly stark and startling messages relating to the environment and climate change are now commonplace in the media. That is why it is so refreshing to know that Guernsey is taking a leading role on the world stage and using its strengths to produce a significant positive impact, including through the implementation of the Guernsey Green Fund.

Often overlooked competition law aspects of restrictive covenants in contracts
Guernsey | 13 June 2019

Employers want maximum restriction on employees who leave but must be careful not to overstep the mark as covenants which are unduly restrictive risk being struck out by the courts. As such, employers should be aware that disgruntled employees can file complaints with the Guernsey Competition and Regulatory Authority and might also bring civil actions for damages pursuant to Section 42 of the Competition Ordinance.

New AIC code and implications for LSE-listed offshore companies
Guernsey | 09 May 2019

The Association of Investment Companies Code of Corporate Governance (AIC code) is a framework of best practice for the governance of investment companies. The new AIC code applies to accounting periods which began on or after 1 January 2019. As such, Guernsey boards are urged to (among other things) review their existing corporate governance arrangements and determine which code is applicable to their companies.

Fund managers' perspective on Guernsey substance rules
Guernsey | 18 April 2019

The government has approved new regulations which impose an economic substance test on Guernsey tax-resident companies in order to meet the requirements of the EU Code of Conduct Group. The regulations, which came into force on 1 January 2019, establish tests for tax-resident companies carrying on 'relevant activities', including fund management.

Successful application for variation of court order and construction of trust instrument
Guernsey | 04 April 2019

When applying to the court for an order with respect to a trust, it is important to consider how future circumstances are changing and how this might be provided for without the need for further recourse to the court. A recent case involving a Jersey trustee, which had applied to the Royal Court of Guernsey to vary an order previously made by the Royal Court and to invoke the court's power to construe a trustee power under its Public Trustee v Cooper jurisdiction, provides clarity in this regard.

Guernsey Royal Court issues regulatory decision on prohibition orders, fines and public statements
Guernsey | 28 March 2019

The Guernsey Royal Court recently issued a regulatory decision on prohibition orders, fines and public statements. In this decision, the deputy bailiff found that the Guernsey Financial Services Commission did not have the jurisdiction or power to make prohibition orders that were limited in time; it only had the power to make unlimited prohibition orders (as in the United Kingdom) against the defendant – although it could have indicated when it might be appropriate for the defendant to reapply for a licence.

Royal Court issues letter of request to High Court
Guernsey | 10 January 2019

Two joint administrators recently applied to the Royal Court of Guernsey seeking an order that it issue the High Court of Justice of England and Wales with a letter of request to act in aid of and auxiliary to the Royal Court in recognising their appointment as administrators of a company. While the Royal Court has dealt with incoming letters of requests, in making the application, counsel was unaware of any case where the Royal Court's jurisdiction to issue a letter of request had previously been considered.

Guernsey Green Fund – environmentally friendly wrapper
Guernsey | 25 October 2018

The Guernsey Financial Services Commission recently introduced the Guernsey Green Fund designation to provide investment managers with an opportunity to "assure investors that their investments are contributing to initiatives that have a positive environmental impact on the planet and in so doing inspire confidence that their investments are well regulated". The designation is available to registered and authorised schemes run in accordance with the Guernsey Green Fund Rules.

How Guernsey is benefiting from global M&A boom
Guernsey | 18 October 2018

A variety of factors are fuelling a sustained boom in M&A activity around the world, including a number of mega-deals across a variety of sectors. Irrespective of deal size, a wide range of positive factors has driven deal volume. All of this is good news for the financial services community in Guernsey, which is seeing significant growth in work as a result – not least law firms with experienced M&A teams.

Plans for Guernsey deposit protection scheme to be laid out before end of 2018
Guernsey | 04 October 2018

The Office for the Environment and Infrastructure recently announced that a new deposit protection scheme will be planned before the end of 2018. The announcement follows news that a local estate agent has ceased trading, leaving some tenants and landlords uncertain of their position with regard to rents and deposits that were being held by that agent. The proposal is likely to be that Guernsey should introduce a similar, if not identical, scheme to that already in place in Jersey.

Guernsey Court of Appeal provides avenue of escape to tax advisers and trustees
Guernsey | 23 August 2018

The Guernsey Court of Appeal recently handed down its long-awaited judgment in M v St Anne's Trustees. On appeal, neither party had challenged the Guernsey Royal Court's decision that Guernsey law should follow Pitt v Holt. Instead, they had focused on arguing that there had been a breach of fiduciary duty and that the Royal Court should have exercised its discretion to grant relief.

Refusal of consent under AML reporting regime: Royal Court weighs in
Guernsey | 16 August 2018

The Financial Intelligence Service's recent refusal to consent to a proposed transaction under Guernsey's anti-money laundering reporting regime has resulted in the Royal Court deciding its first private law action between the person claiming the asset and the financial institution holding it. The decision clarifies the legal framework for determining the source of funds, which will be highly relevant to all regulated entities in Guernsey.

Harvey Weinstein and you: what employers should be doing about sexual harassment
Guernsey | 01 March 2018

What started with complaints against an Oscar-winning film producer has led to a movement that has toppled government ministers and reduced much-loved figures from the entertainment world to pariahs. Although Guernsey may feel far away from Hollywood or Westminster, the issue of sexual harassment is just as real. So what should an employer do to protect its employees and its business from harassment?

The importance of trustee minutes
Guernsey | 22 February 2018

In today's climate, in which professional trustees are held to increasingly high standards by regulators, courts and clients, it has never been more important for fiduciaries to record their decisions. A court's ruling may turn on the content of trustee minutes, and regulatory authorities are entitled to scrutinise all available evidence of a licensee's conduct in assessing its corporate governance and compliance with anti-money laundering and counter-terrorist financing legislation.

Anti-anti-suit injunctions
Guernsey | 01 February 2018

An anti-anti-suit injunction is a relatively rare form of anti-suit injunctive relief granted by a particular court in order to stop a party from pursuing an application for an anti-suit injunction in another court. In a recent decision, the Guernsey Court of Appeal stated that "particular caution" should be applied in granting an anti-anti-suit injunction.

Funds litigation: Guernsey on map after £1 billion, seven-year case
Guernsey | 21 December 2017

The Royal Court recently issued its judgment on what is thought to be the largest civil case in Guernsey's history. The decision has cleared a Guernsey investment fund that went into insolvency in the wake of the financial crash in 2008 of liability over its collapse. The scale of the case underlines Guernsey's position as not only one of the world's largest offshore finance centres, but also a venue capable of handling complex and demanding funds litigation cases.

Scope of powers for trustee in bankruptcy where concurrent domestic insolvency proceedings exist
Guernsey | 07 December 2017

The recognition of the powers of an English trustee in bankruptcy in Guernsey is generally pursued either by way of a letter of request issued by the foreign court or an application via common or customary law. A recent decision examines the position – not previously encountered in Guernsey – of an application for recognition under common law in a situation where there were already désastre proceedings in Guernsey.

Providence: Royal Court approves litigation funding agreement
Guernsey | 16 November 2017

The Royal Court recently considered, for the first time in open court, the issue of whether an agreement with a third party to fund litigation would be void as a matter of Guernsey law on the basis that it was champertous. The lieutenant bailiff's judgment provides valuable guidance as to the contractual provisions that should be considered when third-party funding takes place.

Listed funds: a Q&A
Guernsey | 02 November 2017

An 'investment fund' refers to any vehicle which allows investors to pool their money for investment by an investment manager in accordance with a defined investment policy. A 'listed' fund is an investment fund which has been admitted to trading and/or listing on a stock exchange. There are many reasons to establish a fund, including exposure to assets not otherwise available to single investors.

Guernsey Register of Beneficial Ownership: what you need to know
Guernsey | 26 October 2017

The Beneficial Ownership of Legal Persons (Guernsey) Law 2017 came into force on August 15 2017. From that date, the incorporation or creation of any Guernsey entity requires details of its beneficial owner to be submitted to the Guernsey registrar of beneficial ownership of legal persons. Existing Guernsey entities must do the same by October 31 2017, with the exception of companies, which have until February 2018.

CICRA issue new merger control guidance
Guernsey | 28 September 2017

The Channel Islands Competition and Regulatory Authorities (CICRA) have issued new guidance on the process for obtaining their approval of a notifiable merger or acquisition in the Channel Islands. The guidance implements some procedural aspects of the recommendations for the islands' merger control regime overhaul which CICRA published in September 2016.

Development in use and role of protectors
Guernsey | 03 August 2017

A protector – whether it is an individual, a corporate or a committee – can be highly valuable in assisting with the administration of a trust. Recent Royal Court judgments have clarified the position of protectors in Guernsey trusts law – in particular, the background and recent developments to the roles of protectors, as well as the thought required in appointing a suitable protector.

FURBS and firewalls
Guernsey | 27 July 2017

A recent Royal Court case involved a funded unapproved retirement benefits scheme (FURBS) – a type of Guernsey trust which holds assets of significant value for the benefit of the sole member of the FURBS and, if he or she dies, for the benefit of his or her spouse. In this case, the husband and wife were going through a divorce in England and the wife sought to join the trustee into the family proceedings for the purposes of disclosure – that is, she wanted to know what assets were vested in the trust.

Novel use of provisional liquidator in Royal Court
Guernsey | 06 July 2017

A recent Royal Court judgment is important as it appears to be the first time that a provisional liquidator has been appointed by the court over a solvent Guernsey company. This case adds helpful guidance to the Guernsey insolvency regime as it demonstrates that the Royal Court adopts a pragmatic and flexible approach when exercising its discretion, particularly where the parties face unusual circumstances.

Infrastructure funds can sometimes create a catch-22
Guernsey | 29 June 2017

From a structuring perspective, infrastructure funds are most frequently established as either a limited partnership or a limited company. Partnerships are the familiar vehicle for private funds, whereas companies will be used for listed vehicles. The ultimate structure of a fund will depend on where the assets are located, where the investors are based and how investment will be structured.

Transitional period from 2008 Guernsey corporate law reform ends – what to do next
Guernsey | 27 April 2017

When the Companies (Guernsey) Law was enacted, special temporary transitional rules were also enacted which allowed pre-existing Guernsey companies to retain their pre-2008 memorandum and articles and not comply with all of the provisions of the Companies (Guernsey) Law. Those transitional rules ended on December 31 2016. Accordingly, all Guernsey companies, whenever they were incorporated, must now comply with all of the Companies (Guernsey) Law.

Escaping from mistakes as to tax consequences
Guernsey | 13 April 2017

The Guernsey Royal Court recently considered whether to set aside a distribution on the grounds of equitable mistake in circumstances where that mistake led to adverse UK tax consequences. In particular, the court's clear guidance that not every mistake as to tax consequences based on incorrect or negligent professional advice will be corrected by the courts is noteworthy.

Fee estimates in liquidation: importance of getting in early
Guernsey | 06 April 2017

A recent decision from the Guernsey Royal Court is of fundamental importance to Guernsey insolvency practitioners as it provides cautionary guidance on the practical implications of Practice Direction 3/2015. The practical lesson to take away from the decision is that where an insolvency practitioner is faced with circumstances that appear to be out of the ordinary, a pragmatic and proactive approach must be followed to seek an increase to the cost cap as soon as possible.

Country-by-country reporting – Guernsey legislation
Guernsey | 23 March 2017

The Channel Islands have demonstrated their commitment to the Organisation for Economic Cooperation and Development's Base Erosion and Profit Sharing project by introducing local regulations to ensure that country-by-country reporting is conducted in accordance with the minimum requirements prescribed by the project. Guernsey's regulations require constituent entities which are resident for tax purposes in Guernsey to notify and, if required, to file a country-by-country report.

Investment funds outlook for Channel Islands in 2017
Guernsey | 16 March 2017

Whereas 2016 brought controversy and uncertainty, 2017 promises to be a much more positive year, especially from the perspective of the investment funds industry in the Channel Islands. Statistics from 2016 show 12.3% growth in the net asset value of funds under management and administration in Guernsey. These numbers are encouraging and serve as a starting point for the year to come.

Lessons to be learned from recent Guernsey regulatory matter
Guernsey | 15 December 2016

A bank made a suspicious activity report to the Financial Investigation Unit due to its concerns about the potential source of funds in an account. The concerns were raised due to two articles which had been discovered in the public domain relating to an individual and his conviction by a Brussels court for value added tax fraud. It was the bank's belief that the individual was primarily the source of wealth for the account, but it did not know whether the funds were the proceeds of crime.

Innovation islands – how the Channel Islands are innovating in funds arena
Guernsey | 08 December 2016

The Channel Islands' funds sector is a product of the success of innovation in the islands. In particular, Guernsey has already adopted an innovative, manager-led product scheme that reduces compliance duplication by focusing attention on managers and not underlying funds. This manager-led product scheme could be another game changer in reducing costs both at the fund formation stage and throughout the life of the fund.

Companies Law: migrations into and out of Guernsey
Guernsey | 08 December 2016

The Companies Law contains provisions relevant to the migration of companies into and out of Guernsey. For example, whether migrating into or out of Guernsey, the law requires a formal application to migrate to be made to the registrar of companies. However, where a company intends to be or is already a 'supervised company' – that is, a company which requires regulation by the Guernsey Financial Services Commission – written consent from the commission must be obtained.

Royal Court and Court of Appeal scrutiny over Guernsey Financial Services Commission sanctions
Guernsey | 07 July 2016

Two recent decisions illustrate how sanctions imposed by the Guernsey Financial Services Commission are subject to the scrutiny of the Royal Court and the Court of Appeal. The decisions have revealed that there is no statutory right of appeal against the publication of a statement on the commission's website and that in assessing which sanctions to impose, the commission can consider the impact that the contravention may have on public interest.

Transfers of long-term insurance business
Guernsey | 21 January 2016

The transfer of any long-term insurance business in Guernsey is governed by the Insurance Business (Bailiwick of Guernsey) Law, which states that any such transfer must be sanctioned by an order of the Royal Court. It is often the case that an application made in Guernsey for the transfer of long-term business is made in conjunction with similar applications made simultaneously in other jurisdictions.

Company Law amendments
Guernsey | 03 September 2015

New amendments to the Companies (Guernsey) Law 2008 will enter into force on September 3 2015 following approval by the States of Guernsey. Transitional regulations will assist this change process. Key amendments include simplifying the distribution process and providing greater certainty in relation to its operation, and allowing certain companies to waive the requirement to prepare directors' reports if members pass a waiver resolution.

Guernsey Registered Collective Investment Scheme Rules 2015
Guernsey | 09 April 2015

The Guernsey Financial Services Commission Registered Collective Investment Scheme Rules 2015 recently entered into force. Under the new rules, registered collective investment schemes may be offered directly to the public in Guernsey for the first time. The commission is continuing to work with the Guernsey Investment Fund Association and further changes to the rules can be expected.

Guernsey schemes of arrangement
Guernsey | 05 March 2015

In Guernsey, schemes of arrangement are governed by the Companies Law. As no practice statement or direction has been used by the Royal Court to date, English practice directions and practice statements are used in Guernsey as guidance and best practice. Any member schemes relating to a Guernsey incorporated company must be brought in Guernsey.

Insolvency regime set to reform
Guernsey | 27 November 2014

The Commerce and Employment Department has published a consultation paper on various options for reforming Guernsey's insolvency regime for both personal and corporate insolvency. The paper proposes some wide-ranging reforms and seeks industry responses on various issues in order to augment, develop and regulate the insolvency regime on the island.

Issues for trustees when foreign couples divorce
Guernsey | 02 October 2014

Guernsey has legislated to incorporate strong firewall provisions in the Trusts (Guernsey) Law 2007, designed to protect trustees of Guernsey trusts. The provisions protect Guernsey trust assets from attack based on community property regimes contained in the law of the matrimonial domicile, or because the law of the settlor's domicile does not recognise the concept of a trust.

Guernsey's company administration regime
Guernsey | 28 August 2014

The Companies Law provides for companies, protected cell companies and incorporated cell companies to be placed into administration and for an administrator to be appointed while the administration order remains in force. Administration provides a company with breathing space and stability in difficult financial times, although secured creditors may continue to enforce their rights regardless of the administration order.

Changes to Class B rules
Guernsey | 26 June 2014

The Authorised Collective Investment Schemes (Class B) Rules 2013 recently came into effect. As a result of the changes, Class B scheme service providers will need to take action. The new position in respect of double charging should be noted in particular and further advice may need to be taken. Service providers may wish to carry out a review of the contractual arrangements under which they have been appointed.

New limited liability partnership law in Guernsey
Guernsey | 29 May 2014

The Registrar of Limited Liability Partnerships is now in a position to accept applications to register limited liability partnerships (LLPs) incorporated under the Limited Liability Partnerships (Guernsey) Law. LLPs combine the flexible features of general partnerships with the benefit of limited liability for its members. As the LLP Law provides a flexible vehicle it is anticipated that it may be applied in a variety of commercial contexts.

White Collar Crime

Refusal of consent under AML reporting regime: Royal Court weighs in
Guernsey | 20 August 2018

The Financial Intelligence Service's recent refusal to consent to a proposed transaction under Guernsey's anti-money laundering reporting regime has resulted in the Royal Court deciding its first private law action between the person claiming the asset and the financial institution holding it. The decision clarifies the legal framework for determining the source of funds, which will be highly relevant to all regulated entities in Guernsey.