Legal Services Global Corporate & Commercial Law

Transcription

1 Legal Services Global Corporate & Commercial Law

2 "Ogier are the most responsive offshore firm I have worked with." Chambers Global, Corporate and Finance, 2018 Contents Who we are 3 What we do 4 Contact us 14

3 Legal Services Who we are Cross-border deals require legal teams with strong benches and global experience. From local matters to international deals, our teams bring years of deal experience to our corporate advice and transactional work. We are at the forefront of developments in our various jurisdictions, ensuring that clients can leverage our knowledge to accomplish their commercial objectives. We bring all our legal, commercial and industry sector knowledge to bear on each instruction as appropriate. We have been involved in some of the largest and most complex public deals taking place in our jurisdictions in recent years. We also have extensive experience advising on the establishment and use of many forms of domestic and crossborder corporate vehicles, partnerships and trusts in a more private environment. Ogier has an excellent transactional track record, particularly in relation to public company work. We are renowned for our in-depth understanding and long-standing experience in our markets. Our corporate teams in the British Virgin Islands (BVI), Cayman Islands, Guernsey, Hong Kong, Jersey and Luxembourg ensure a round-the-clock service, supported by our London, Shanghai and Tokyo offices. Many of our partners and senior lawyers are qualified to advise on the laws of more than one of our jurisdictions, ensuring that at any time of the day or night where you are, we are ready to assist. We advise on the full lifecycle of corporate matters including: Capital markets Joint ventures Mergers and acquisitions, takeovers and disposals Schemes of arrangement Special Purpose Acquisition Companies (SPACs) Competition law Corporate advisory Corporate restructuring, reorganisation and redomicilation Initial coin offerings (ICOs) and Token generation events (TGEs) Intellectual property (IP) Inward investment Offshore Law Firm of the Year Chambers Europe 2018 International Law Firm of the Year Legal Week Innovation Awards

4 Legal Services What we do We have experience advising across a broad range of legal disciplines, and across industry sectors. They are pragmatic and reliable and a firm you can turn to and receive the service you would expect time and time again. Chambers Global, Corporate and Finance, 2018 A very strong allround practice that can be trusted to give good advice in a professional manner. Legal 500, Corporate and Commercial, 2018 Capital Markets Corporates have more avenues for capital raising than ever before and our international teams have experience in assisting in initial public offerings and through private placement. Our experienced, multijurisdictional specialists advise on all forms of capital markets transactions using BVI, Cayman, Guernsey, Jersey and Luxembourg structures. We work with onshore law firms and advisers, listing companies on the Main List and AIM in London, as well as markets around the world including Australia, New York, Toronto, Moscow, Paris and Hong Kong. We also provide cashbox structures for UK plcs raising funds in the secondary capital markets. We are full listing agents for the Cayman Islands Stock Exchange and The International Stock Exchange (TISE) in particular Ogier is a leading sponsor on TISE, having been a member since its launch in 1998, and has significant experience in SPV activity. The Luxembourg Stock Exchange is the world s number one exchange for the listing of international securities with a market share of 40% of international securities listed in Europe and 20% of international securities listed worldwide. We work with investors, corporates and financial institutions, providing innovative solutions that manage the complexity of the modern debt capital markets and respond to clients' unique needs. 04

5 Simon Dinning Global Head of Corporate Jersey Technically excellent, and he epitomises the commercial and solutions-based approach that I look for in legal advice. Client feedback, Chambers Global

6 Legal Services They really know what they are doing. I really appreciate the fine work they do; they know how to complete a deal. Chambers Global, Corporate and Finance, 2018 Solid technical knowledge combined with a practical approach. Legal 500, Corporate and Commercial, 2018 Mergers & Acquisitions We have in-depth mergers and acquisitions experience, having provided advice and counsel on numerous large and complex transactions, strategic alliances, inbound/outbound investment structures and schemes of arrangement spanning major markets around the world. With experience of working closely with onshore counsel where BVI, Cayman, Guernsey, Jersey or Luxembourg structures are employed as part of a transaction either as the holding company or as a subsidiary, our teams regularly advise on transactions valued at over 1 billion. Ogier has established teams across its international network, offering BVI and Cayman law advice in the Asian and European timezones and Jersey advice in the Asian timezone, to be able to offer seamless, true 24-hour capacity, as well as significant benches of talent to ensure that we can scale our capacity where required. Corporate Advisory We regularly advise on: Regulatory, compliance and policy development and implementation Directors duties and corporate governance matters Share capital and distribution matters including share rights, dividend declarations and capital distributions, redemptions and buybacks and transfers of shares or other securities Our lawyers act as trusted advisers to companies and boards and our experienced dispute resolution team works closely with our corporate specialists to resolve disputes with a corporate element. 06

7 Foxconn Ogier advised on Foxconn Industrial Internet Co., Ltd s IPO - China s biggest IPO in years. This was an exciting transaction to work on. Not only was it the largest since 2015, but Foxconn obtained regulatory approval in a recordbreaking five weeks. Nathan Powell, Ogier s Hong Kong team advised on Foxconn Industrial Internet s RMB 27 billion (US$ 4.3 billion) initial public offering on the Shanghai Stock Exchange. Nathan Powell and Carmen Leung provided Cayman Islands and BVI legal advice to the IPO, which is China s largest domestic listing since Foxconn Industrial Internet, which makes electronic devices, cloud service equipment and industrial robots, is a subsidiary of the world s largest contract manufacturer Foxconn. US$ 4.3 bn Initial public offering 07

8 Legal Services We have done some very big transactions this year and Ogier has been able to deal with every single one, and they have done so to the full satisfaction of our company. Chambers Global, Corporate and Finance, 2018 They are extremely responsive, both to our own and the client's needs. Chambers Global, Offshore, 2018 Competitition We advise on all aspects of competition law in Jersey and Guernsey, not only where companies and businesses are being bought and sold but also where issues arise in relation to potentially anti-competitive arrangements or the abuse of a dominant position. Ogier has extensive experience advising clients in relation to competition law and has been involved, over a number of years, in consultations that have helped shape both the Jersey and Guernsey competition laws in their current form. Sara Johns, a partner in our Jersey office, also acts as a Jersey Non- Governmental Advisor to the International Competition Network, an organisation which promotes the adoption of superior standards and procedures in competition policy and which seeks to facilitate effective international co-operation for the benefit of its member agencies, consumers and economies worldwide. Digital, Blockchain & Fintech Ogier's dedicated Digital, Blockchain and Fintech team has been established specifically to assist clients, operating or investing in businesses in the Fintech sector, who want to take advantage of some of the benefits that come with using an offshore structure and clients who are implementing investment strategies and developing businesses involving cryptocurrencies, digital assets and blockchain technology or looking to invest in the sector. We also assist clients who wish to establish foundations and structures that offer novel blockchain and distributed ledger products. For businesses in the Fintech space, we can assist from day-one with structuring, operational and regulatory matters through to capital raising, transactional matters and corporate governance. We also advise on exits by way of IPO, disposals or MBOs. Crucially, we also understand how important intellectual property is in this sector and can assist in that respect. Members of our crossjurisdictional team have significant experience with tech and digital start-ups, SMEs and multinational corporations. 08

9 Bradley Kruger, Cayman He was really responsive and always on top of the matter. He has real offshore expertise and is a smooth operator. Client feedback, Chambers Global

10 Legal Services They are very helpful and would always be my first choice. We find them to be very user-friendly, very accessible and overall they provide a great service. Chambers Global, Corporate and Finance, 2018 Data Protection and GDPR The General Data Protection Regulation (GDPR) has a wide application, as it applies to anyone offering goods or services to individuals in the EU or monitoring individuals' behaviour in the EU. It is therefore important for businesses outside the EU to consider whether any of their activities are caught by the GDPR. Additionally, Jersey and Guernsey have implemented data protection legislation based on the GDPR. This legislation was designed to ensure that the islands continue to protect personal data in a way which is equivalent to the protection afforded in the EU, now that the GDPR has come into force. Intellectual Property (IP) We advise on patent, trademark and copyright registration, protection and exploitation and IP enforcement. In particular our team has experience working with clients seeking to commercialise their IP from a number of our jurisdictions. Ogier is at the frontline of reforms in this area having presented to, and advised, offshore Governments on IP reform. 10

11 Cheesegrater Ogier advised CC Land on its 1.15 billion acquisition of London s iconic Cheesegrater building. The amount of money being invested demonstrates that the London property market is still very buoyant, and that international investors see London property as very desirable. Raulin Amy, Alongside Berwin Leighton Paisner as Lead Counsel, we advised on the purchase of the Leadenhall Building in March 2017 in what is thought to be the second-largest single asset sale in the city s history. We advised on the Jersey and BVI law aspects of the purchase, thought to be the second biggest deal after the HSBC tower deal in bn The value of the acquisition 11

12 Legal Services Most Innovative M&A Deal of the Year, Most Representative M&A Deal of the Year Award, and Best Cross-Strait M&A Deal of the Year Mapect Taiwan M&A Awards, 2017 Responsive and accessible. IFLR 1000, M&A, 2018 Non-Contentious Regulatory Nearly a decade after the financial crisis the regulatory environment is increasingly complex and often challenging for regulated businesses. In our home jurisdictions we operate within sound regulatory frameworks and have longstanding professional relationships with industry regulators in the BVI, Cayman Islands, Guernsey, Jersey and Luxembourg. Our multi-disciplinary team can help you navigate these increasingly regulated environments through each stage in the business lifecycle: start up and relocation, operation, expansion and change. Prevention of issues is preferable but, where things have gone wrong, we provide effective solutions to clients including banks, major corporates, investment managers, fund administrators, trust companies and private clients. Insurance Our Insurance team is known for its ability to deliver on high-value, high-profile, technically complex matters in a timely and efficient way. We advise on all areas of non-contentious and contentious insurance and reinsurance matters, including dispute resolution, mergers and acquisitions, regulatory advice, long term business transfers, risk transfer and captive insurance across our jurisdictions of BVI, Cayman, Guernsey, Jersey and Luxembourg. Guernsey in particular is renowned for its captive insurance industry, where captive insurers cover general insurance risks for parent groups. It is the largest captive domicile in Europe and ranked fourth in the world. Guernsey is also home to a number of life insurers who, like Ogier, operate on a cross-border basis. Recent trends indicate a move towards a more diverse range of insurance entities. The Guernsey reinsurance market continues to grow, remaining focused on specific sectors. 12

13 Nathan Powell, Hong Kong Unfailingly courteous, very efficient, and pro-active, providing excellent technical advice. IFLR,

14 Legal Services Contact us British Virgin Islands Michael Killourhy T M michael.killourhy@ogier.com Ray Wearmouth T M ray.wearmouth@ogier.com Cayman Islands Angus Davison T M angus.davison@ogier.com Bradley Kruger T M bradley.kruger@ogier.com Guernsey Marcus Leese T M marcus.leese@ogier.com Bryon Rees T M bryon.rees@ogier.com 14

15 Legal Services Hong Kong Nathan Powell T M nathan.powell@ogier.com Anthony Oakes T M anthony.oakes@ogier.com Jersey Simon Dinning Global Head of Corporate T M simon.dinning@ogier.com Raulin Amy T M raulin.amy@ogier.com Luxembourg Bertrand Geradin T M bertrand.geradin@ogier.com Laurent Thailly T M laurent.thailly@ogier.com 15

16 Contacts British Virgin Islands Ritter House Wickhams Cay II PO Box 3170 Road Town, Tortola British Virgin Islands VG1110 T F E bvi@ogier.com Cayman Islands 89 Nexus Way Camana Bay Grand Cayman Cayman Islands KY T F E cayman@ogier.com Guernsey Redwood House St Julian's Avenue St Peter Port Guernsey GY1 1WA T F E gsy@ogier.com Hong Kong 11th Floor Central Tower 28 Queen's Road Central Central Hong Kong T F E hk@ogier.com London 1st Floor 99 Bishopsgate London EC2M 3XD T F E london@ogier.com Luxembourg 2-4 rue Eugène Ruppert PO Box 2078 L-1020 Luxembourg T F E luxembourg@ogier.com Shanghai Room 3671 Level 36 Shanghai International Finance Centre Tower II No. 8 Century Avenue Pudong New Area Shanghai China T E shanghai@ogier.com Tokyo Nisso 23 Building Suite 801 Toranomon , Minato-ku Tokyo Japan T F E tokyo@ogier.com Jersey 44 Esplanade St Helier Jersey JE4 9WG Channel Islands T F E jsy@ogier.com Ogier provides practical advice on British Virgin Islands, Cayman Islands, Guernsey, Jersey and Luxembourg law through our global network of offices. Ours is the only firm to advise on these five laws. We regularly win awards for the quality of our client service, our work and our people. Ogier Global is Ogier s corporate administration business. Ogier Global (BVI) Limited and its subsidiaries are licensed and regulated by the British Virgin Islands Financial Services Commission. Ogier Global (Cayman) Limited and its subsidiaries are regulated by the Cayman Islands Monetary Authority. Ogier Global (Guernsey) Limited and its subsidiaries are licensed and regulated by the Guernsey Financial Services Commission. Registration no Ogier Global (Jersey) Limited and its subsidiaries are regulated by the Jersey Financial Services Commission. Regulatory information can be found at ogier.com ogier.com