Corporate Finance/M&A, Ogier updates

Cayman Islands

Contributed by Ogier
Deadline extended for first filing of audited accounts and associated FAR form by private funds
  • Cayman Islands
  • 26 May 2021

The Cayman Islands Monetary Authority recently issued an industry notice regarding fund annual return (FAR) filings for private funds registered under the Private Funds Act (Revised) (private funds). The notice confirms that the deadline for the first filing of audited accounts and the associated FAR form by all private funds has been extended to 30 September 2021.

Short-form mergers: Changyou.com judgment confirms appraisal rights
  • Cayman Islands
  • 07 April 2021

The Grand Court has confirmed that shareholders of companies that effect a short-form merger pursuant to Section 233(7) of Part XVI of the Companies Act (2021 Revision) are entitled to be paid the fair value of their shares on dissenting from the merger under Section 238 of the act. The eagerly awaited judgment in Changyou.com clarifies an issue which was previously the subject of extensive debate and provides welcome certainty to minority shareholders of Cayman companies.

Snapshot: private fund registration – what have we learnt?
  • Cayman Islands
  • 13 January 2021

For the best part of 20 years, private equity sponsors and their global advisers have been attracted by the Cayman Islands' neutrality, efficiency, quality and flexibility – but also by its predictability. So, when the Cayman Islands announced in early 2020 that all Cayman-domiciled closed-ended funds (including private equity and real estate funds) would be required to register with the Cayman Islands Monetary Authority by August 2020, this seemed like a shake-up.

Court of Appeal re-examines master-feeder redemption procedures
  • Cayman Islands
  • 26 August 2020

The Court of Appeal recently reiterated the importance of following the natural and ordinary meaning of a fund's articles in order to ensure that redemptions are effective. This is particularly important in the context of a master-feeder fund structure. Although the decision is consistent with longstanding authority, it does highlight the importance of ensuring that the redemption procedures set out in a master fund's articles are strictly adhered to as a matter of practice.

Standard directions in Section 238 appraisal proceedings confirmed
  • Cayman Islands
  • 24 June 2020

In a decision that provides additional certainty to dissenting shareholders, the Grand Court has rejected a company's efforts to recast the procedural framework for appraisal proceedings brought under Section 238 of the Companies Law (as revised). This decision follows the significant 2019 ruling of Chief Justice Smellie in JA Solar, which has become the touchstone for directions orders in Section 238 proceedings.


Guernsey

Contributed by Ogier
Quick guide to new Private Investment Fund Rules
  • Guernsey
  • 26 May 2021

The Guernsey Financial Services Commission has added two new ways to register a private investment fund (PIF) in Guernsey. A public consultation process showed that there was strong support for a PIF model without the attached Protection of Investors (POI) Law 1987 manager, allowing the industry more flexibility while maintaining protection for investors. Unlike the traditional way of registering a PIF, the two additional routes do not require the PIF to have a manager licensed under the POI Law.

The changing ESG landscape: keeping Guernsey ahead of the curve
  • Guernsey
  • 19 May 2021

In recent years, environmental, social and governance investing has evolved into a financial industry megatrend – one that has been accelerated by the COVID-19 pandemic and shows no sign of slowing. This article examines this trend and considers how Guernsey positioned to build on its funds offering in this changing environment.

Guernsey ticks right boxes to attract increasing private equity investment from United States
  • Guernsey
  • 04 November 2020

Guernsey ticks all the right boxes when it comes to private equity – both private and listed. Importantly, Guernsey's private equity regime is simple and established, with sensible proportionate regulation which recognises the sophistication of managers and their investors. Guernsey is the ideal gateway to the United Kingdom and the European Union for US managers who continue to make use of private placement regimes in all of the key markets.

Resilience and sustainability in a changed environment
  • Guernsey
  • 09 September 2020

As the world emerges from the COVID-19 pandemic, every industry must take stock and evaluate the changes that are here to stay and the adaptations required to suit the new environment. This article examines the developments in and resilience of Guernsey's funds industry. Notably, it is clear that the government continues to support the funds industry and recognises the importance that private equity and sustainable finance play in the longevity of Guernsey as a financial centre.

Secured lending in Guernsey
  • Guernsey
  • 12 August 2020

Guernsey entities continue to be popular in asset-holding structures and, accordingly, lenders are regularly asked to put in place financing arrangements involving Guernsey entities. This article provides an overview of the mechanism under Guernsey law for the creation and enforcement of security over certain Guernsey-situated assets, such as the shares in a Guernsey company, certain contract rights and monies in a Guernsey bank account.


Jersey

Contributed by Ogier
Snapshot: Jersey private funds in demand for private equity and venture capital
  • Jersey
  • 09 June 2021

Statistics released by the Jersey Financial Services Commission, as at 31 December 2020, support the trend seen over the past year – that of the continued popularity of the Jersey private fund product alongside the growth of the private equity and venture capital asset classes. For those engaged in the domicile debate and wondering 'why Jersey?', this article sets out some of the key considerations to bear in mind.

Jersey – a home for private equity fund managers
  • Jersey
  • 06 January 2021

Jersey is witnessing a spike in the inflow of private equity fund managers establishing a physical presence on the island. A number of household name fund managers across all asset classes now call Jersey home, with others in advanced stages of planning to follow them into Jersey. What are the principal drivers of this trend?

Private equity – acquisition structures
  • Jersey
  • 11 November 2020

Complex tax, accounting and employment matters are among those which drive the choice of acquisition structure for private equity-funded transactions. Two common types of private equity acquisition transaction are the leveraged buy-out (LBO) and the management buy-out (MBO). Where an LBO or MBO transaction involves a domestic or international business with a UK-domiciled management team, Jersey acquisition structures have gained traction with UK private equity advisers for numerous reasons.

Healthy interest in Jersey private equity
  • Jersey
  • 26 August 2020

In a news cycle that can seem relentlessly gloomy, there are some positive stories to be told and the increased activity in private equity is one of them. This article looks beyond the financial services industry at the wider social and economic benefits of this growth. For instance, private equity is becoming increasingly active in the medical and healthcare sector, which, in turn, has led to a large number of private equity investments in areas such as technology, software and data.

Jersey private investment funds – regulatory options
  • Jersey
  • 25 March 2020

Jersey is long established as a primary centre for the establishment of offshore funds and has been at the forefront of international developments, which have attracted international sponsors, promoters, fund managers, advisers and investors. One of the key features of Jersey's fund industry is the flexibility and range of structures and corresponding regulatory and commercial approaches that can be used for funds.


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