In The Courts: Fund Disputes
|
|
- Christopher Johnson
- 5 years ago
- Views:
Transcription
1 News Alert January 2018 In The Courts: Fund Disputes 2017 brought some key cases to the offshore courts in respect of fund disputes, focusing on issues that arose as a consequence of the global financial crisis, but had not yet been fully determined. These cases, including two decisions at Privy Council level, are useful indicators for investors of how the courts will interpret provisions dealing with redemptions and other payments made by funds in certain circumstances and determine claims brought by liquidators of funds to maximise returns following periods of financial difficulty. Unpaid investors The Privy Council s decision in Pearson v. Primeo Fund [2017] UKPC 19 confirmed that redeemed but unpaid fund investors are to be treated as creditors in a liquidation. The redeemed investors claims rank ahead of the claims of unredeemed investors. While this appeal was from the Cayman Islands Court of Appeal, it will influence all of the offshore jurisdictions. The case involved Primeo Fund (in official liquidation), an indirect investor in Bernard L Madoff Investment Securities LLC (BLMIS), through its investment in Herald Fund SPC (in official liquidation). Primeo and a number of other Herald investors submitted redemption requests for a redemption date of 1 December It was common ground that the shares had been redeemed, pursuant to Herald's articles of association on that date. Following exposure of the Madoff Ponzi scheme, Herald suspended its net asset value on 12 December 2008 and, subsequently, the payment of redemption proceeds. Herald was later placed into liquidation. The main issue in the case revolved around s.37(7) of the Companies Law (2016 Revision) which provides that the redemption of shares to be (or liable to be) redeemed but which have not been redeemed before the commencement of a liquidation, may only be enforced if (a) the terms of the redemption provided for it to take place at a date earlier than the commencement of the winding up and (b) the company could have lawfully distributed the redemption proceeds prior to the commencement of its liquidation. The key issue was whether the redemptions fell within the ambit of s.37(7), or whether, as contended by Primeo, s.37(7) did not apply to the shares, such that Primeo was simply entitled to prove as a creditor for its unpaid redemption proceeds. At first instance, the Grand Court, finding for Primeo, held that s.37(7) did not apply to the shares. The Court held that s.37(7) only applied to shares which had not been redeemed pursuant to a company's articles of association. In this instance, the shares therefore fell outside the ambit of s.37(7). On appeal, the Court of Appeal upheld the Grand Court's ruling. A redeemed investor's claim for redemption proceeds was a claim falling within s.139(1) of the Law. The Cayman Islands Court of Appeal also held that a claim for unpaid redemption proceeds falls within s.49(g) of the Law, such that those claims are paid in priority to the claims of unredeemed investors, but rank behind the claims of ordinary, unsecured creditors. Herald appealed the Cayman Islands Court of Appeal's decision. Two other classes of redeemers intervened: investors who submitted redemption requests in December 2008 prior to the suspension of the NAV and investors who submitted redemption requests after the suspension of the NAV. The Privy Council unanimously dismissed Herald's appeal. It held that the redeemers who had submitted redemption requests prior to the suspension of the NAV fell outside the scope of s.37(7). The Privy Council
2 found that payment is not an inherent element of the redemption... the essence of redemption is the surrender of the status of shareholder, with all attendant rights. S.37(7) does not have the effect of converting a redeemed investor from a creditor back to an investor. It confirmed the ruling of the Cayman Islands Court of Appeal that the claims of Primeo and other redeemers prior to the suspension of the NAV were subordinate to ordinary unsecured creditors but ranked above other shareholders. Clawback claims The Privy Council also determined an appeal from the Cayman Islands Court of Appeal in respect of clawback claims brought by liquidators of a Cayman fund in the case of DD Growth Premium 2X Fund (In Official Liquidation) v. RMF Market Neutral Strategies (Master) Limited [2017] UKPC 36. To read Appleby s analysis of this case click here. The case is important because the Privy Council declared that redemption payments made at a time when a Cayman Islands investment fund was unable to pay its debts as they fell due were unlawful pursuant to s.37(6)(a) of the Companies Law (2007 Revision), the version of the Law in force at the time of the payments, and remitted the matter to the Grand Court to determine whether the recipient investor is accountable for those payments as a constructive trustee. That section provides that A payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless immediately following the date on which the payment out of capital is proposed to be made the company shall be able to pay its debts as they fall due in the ordinary course of business. In its majority decision, the Privy Council held (1) that s.37(5) of the Law provides a deeming definition of capital for the purpose of s.37(6), being any payment that was not out of (a) profit; or (b) the proceeds of a fresh issue of shares; (2) that, as the payment to RMF was made out of share premium, it was not out of profit or the proceeds of a fresh issue and was therefore a payment out of capital for the purpose of s.37(6); (3) that debts due to redeemed investors were debts that had to be taken into account for the purpose of s.37(6) and therefore DD2X was unable to pay its debts as they fell due at the time of each payment; and (4) that the payments to RMF were unlawful and, as that made the payments in breach of the directors fiduciary duties, the matter should be remitted to the Grand Court to determine whether RMF was accountable as a constructive trustee and required to repay the redemption payments. Duties of sub-custodian Also in 2017, Primeo Fund (in Official Liquidation) v. Bank of Bermuda (Cayman) Limited and HSBC Securities Services (Luxembourg) SA (23 August 2017) considered for the first time the duties that are owed to a fund by a custodian who then appoints a sub-custodian to manage a fund s investment. As explained in connection with the first case in this report, Primeo, a Cayman Islands investment fund, invested in the Madoff vehicle BLMIS. Until 1 May 2007 it had invested directly and from that date had indirectly invested in BLMIS through two other Cayman feeder funds, Herald Fund SPC (In Official Liquidation) and Alpha Prime Fund Limited. The Grand Court of the Cayman Islands held that the defendants breached various duties to Primeo in respect of the appointment and supervision of BLMIS as its sub-custodian. Primeo had alleged gross negligence in connection with the defendants contractual duties as custodian and administrator causing losses of USD 2 billion. The Court ruled that HSBC Securities Services (Luxembourg) SA (HSSL) had breached its duties to supervise BLMIS as sub-custodian to Primeo. Further, HSSL owed duties to ensure on an ongoing basis that BLMIS was suitable as sub-custodian. Contractually, HSSL was bound to exercise the care and skill expected of a reasonably competent global custodian. The appointment of BLMIS did not change HSSL's duties to supervise. The Court noted that BLMIS' business model included above average risks and HSSL had failed to recommend that various systems which would have allowed effective management and identification of Primeo's assets. The Court concluded that "when the normal procedure is known to be ineffective, failing to apply a readily available alternative is negligent". 2
3 However, despite the findings of liability, Primeo's claim was dismissed on other grounds including limitation and reflective loss. Irrespective of the ultimate result, the case is now the leading authority of the law surrounding the duties of custodians and administrators in the Cayman Islands. Winding up of a fund on public interest grounds The winding-up of offshore funds for insolvency or on just and equitable grounds following applications by aggrieved stakeholders is fairly commonplace in the offshore world. However, winding-up on public interest grounds is less common. The High Court of the Isle of Man took the step of winding up a fund on public interest grounds in Isle of Man Financial Services Authority v. The Eco Resources Fund PCC Plc (16 March 2017). The Eco Resources Fund Plc was a Qualifying Fund under the Collective Investment Scheme (Qualifying Fund) Regulations The Fund had no directors or officers and the shareholder had been placed into voluntary liquidation. In addition, the Fund was in breach of numerous provisions of the Fund Regulations such as the requirement to have audited accounts. The Isle of Man Financial Services Authority submitted that it should be wound up under s.162(6) and s.164(1)(d) of the Companies Act 1931 on just and equitable grounds and because winding up was in the public s interest. The High Court granted the order to wind up the Fund as it accepted that it was in the public interest to do so. This case is significant as it further highlights that Isle of Man financial institutions accepting investments should adhere to recognised standards and that the courts will ensure that investors have an appropriate degree of assurance in relation to their investments. Appleby acted for the liquidators in the DD Growth Premium 2X Fund (in Official Liquidation) matter and one of the interveners in the Pearson v. Primeo Privy Council appeal. 3
4 Key Contacts Andrew Bolton Cayman Islands John Wasty Bermuda Andrew Willins BVI Peter McMaster QC Cayman Anthony Williams Guernsey Eliot Simpson Hong Kong Mark Holligon Isle of Man Fraser Robertson Jersey Yahia Nazroo Counsel Mauritius
5 Offshore Legal Services applebyglobal.com Appleby Global Group Services Limited 2018 All Rights Reserved This ealert is published by APPLEBY and is not intended to be, nor should it be used as, a substitute for specific legal advice on any particular transaction or set of circumstances. It does not purport to be comprehensive or to render legal advice and is only intended to provide general information for the clients and professional contacts of Appleby as of the date hereof. Appleby is an organisation of separate entities and legal practices comprising both corporate and partnership form, each established to provide legal services under the Appleby name. Appleby British Virgin Islands, Appleby Hong Kong and Appleby Jersey are all general partnerships providing legal services from their respective jurisdictions. Appleby (Bermuda) Limited, Appleby (Cayman) Ltd., Appleby (Guernsey) LLP, Appleby (Isle of Man) LLC and Appleby Seychelles are all corporations with limited liability providing legal services from their relevant jurisdictions. Appleby (JV) Ltd & Cie in Mauritius and its representative office in Shanghai is a commercial partnership providing legal services from their respective jurisdictions. The term "" is a title referring to a shareholder, director, employee or consultant of equivalent standing and qualifications of any Appleby legal practice, as well as to members of those legal practices that operate as general partnerships. A list of those who are termed s of any legal practice is available for inspection upon request from your relationship partner or any Appleby office. 5
PRACTICE DESCRIPTION. Funds Disputes
PRACTICE DESCRIPTION Funds Disputes OVERVIEW Investment funds are a key feature of commercial activity in all of the offshore jurisdictions where Appleby operates, namely Bermuda, the British Virgin Islands,
More informationPRACTICE DESCRIPTION. Dispute Resolution
PRACTICE DESCRIPTION Dispute Resolution OVERVIEW Appleby provides dispute resolution services in Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Hong Kong, the Isle of Man, Jersey and
More informationGetting priorities in order: the Privy Council ranks redeemers in Pearson v Primeo
11 July 2017 page 1/5 Getting priorities in order: the Privy Council ranks redeemers in Pearson v Primeo In Pearson v Primeo [2017] UKPC 19, the Privy Council has clarified (i) the status and (ii) the
More informationPRACTICE DESCRIPTION. Insolvency & Restructuring
Insolvency & Restructuring OVERVIEW Appleby provides insolvency & restructuring services in all the offshore jurisdictions in which it operates, namely: Bermuda, the British Virgin Islands, the Cayman
More informationIn the Courts 2015: Insolvency and Restructuring
ealert January 2016 In the Courts 2015: Insolvency and Restructuring Petitions: standing and requirements of petitioners It had been thought, following the introduction in the Cayman Islands of a specific
More informationThe Appleby 2012 Offshore Round-Up: Insolvency and Restructuring
JANUARY 2013 The Appleby 2012 Offshore Round-Up: Insolvency and Restructuring Welcome to Appleby s review of the key insolvency and restructuring decisions handed down in the leading offshore jurisdictions
More informationDistributions and share purchases and redemptions under the Companies (Jersey) Law 1991
GUIDE and share purchases and redemptions under the Companies (Jersey) Law 1991 Last reviewed: January 2017 Contents 2 What is a distribution? 2 Making distributions 2 2 Share purchases 2 Share redemptions
More informationGUIDE TO MUTUAL FUNDS IN THE BRITISH VIRGIN ISLANDS
GUIDE TO MUTUAL FUNDS IN THE BRITISH VIRGIN ISLANDS CONTENTS PREFACE 2 1. Introduction 3 2. Definition of a Mutual Fund 3 3. Investment Fund Vehicles 4 4. Application of the SIBA 4 5. Types of Funds 4
More informationGuernsey Office OFFICE DESCRIPTION. PO Box 56 Regency Court Glategny Esplanade St Peter Port Guernsey GY1 1WW Channel Islands
OFFICE DESCRIPTION Guernsey Office PO Box 56 Regency Court Glategny Esplanade St Peter Port Guernsey GY1 1WW Channel Islands T: +44 (0)1481 755 600 F: +44 (0)1481 728 992 E: guernsey@applebyglobal.com
More informationSNAPSHOT REVIEW OF 2016 OFFSHORE PETITION FILINGS & COURT ORDERS. applebyglobal.com
REVIEW OF 2016 OFFSHORE PETITION FILINGS & COURT ORDERS Contents Executive Summary 2 Winding up Petitions - The Global Picture 3 Analysis of 2016 Filings by Jurisdiction Bermuda 5 British Virgin Islands
More informationCOMPANIES IN THE ISLE OF MAN
COMPANIES IN THE ISLE OF MAN Introduction 1 Incorporation 2 Process 2 Filing Requirements 7 applebyglobal.com ISLE OF MAN As a British Crown Dependency, Isle of Man has a stable and reliable legal system.
More informationVoluntary Liquidations of Solvent Cayman Islands Companies
Voluntary Liquidations of Solvent Cayman Islands Companies 1 General 1.1 The commencement of a voluntary liquidation is a simple procedure that does not require sanction or action by the Cayman Islands
More informationGUIDE TO PROTECTION OF MINORITY SHAREHOLDERS IN THE CAYMAN ISLANDS
GUIDE TO PROTECTION OF MINORITY SHAREHOLDERS IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Introduction 2 2. Right to Information 2 3. Right to Bring Legal Action Personal, Representative and Derivative
More informationSECTORS & MARKETS. Funds & Investment Services
Funds & Investment Services OVERVIEW Appleby s investment funds team comprises over 50 lawyers working in each of the world s leading offshore fund domiciles Bermuda, the British Virgin Islands, the Cayman
More informationBritish Virgin Islands - Restructuring and Insolvency
British Virgin Islands - Restructuring and Insolvency Publication - 11/04/2013 Corporate insolvency in BVI is governed by the Insolvency Act 2003 and the Insolvency Rules 2005. These laws are closely based
More informationJersey Office OFFICE DESCRIPTION. PO Box Esplanade St Helier Jersey JE1 1BD Channel Islands
Jersey Office PO Box 207 13-14 Esplanade St Helier Jersey JE1 1BD Channel Islands T: +44 (0)1534 888 777 F: +44 (0)1534 888 778 E: jersey@applebyglobal.com ABOUT APPLEBY Appleby was ranked as one of the
More informationOur wind down services
Explore the value in winding down Our wind down services Our wind down services Our Financial Advisory team specializes in providing wind down and dispute resolution services to the investment fund industry
More informationIN THE COURTS IN 2013: INSOLVENCY AND RESTRUCTURING
February 2014 IN THE COURTS IN 2013: INSOLVENCY AND RESTRUCTURING Welcome to Appleby s review of the key insolvency and restructuring decisions handed down in the leading offshore jurisdictions during
More informationKRyS GLOBAL. Joint Liquidators Analysis of Estimated Outcomes As at 30 June In respect of The Funds :
Joint Liquidators Analysis of Estimated Outcomes As at 30 June 2016 In respect of The Funds : Fairfield Sentry Limited Fairfield Sigma Limited Fairfield Lambda Limited (All in Liquidation) 29 July 2016
More informationA Plethora of Case Law
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS CYPRUS DUBAI HONG KONG LONDON MAURITIUS MOSCOW SÃO PAULO SINGAPORE conyersdill.com May 2010 A Plethora of Case Law The offshore hedge fund industry has typically
More informationCayman Islands - Limited Liability Companies
Cayman Islands - Limited Liability Companies Introduction A limited liability company (an "LLC") is a new type of Cayman Islands vehicle similar to a Delaware LLC. This memorandum describes certain features
More informationDavid Chivers QC. Call: 1983 Silk: 2002
Call: 1983 Silk: 2002 David is a highly experienced, sought-after Silk who specialises in company law, corporate litigation, financial services and corporate restructuring/insolvency onshore, offshore
More informationHong Kong Office OFFICE DESCRIPTION Jardine House 1 Connaught Place Central Hong Kong
OFFICE DESCRIPTION Hong Kong Office 2206-19 Jardine House 1 Connaught Place Central Hong Kong T: +852 2523 8123 F: +852 2524 5548 E: hkinfo@applebyglobal.com OVERVIEW Appleby is one of the longest established
More informationOFFERING MEMORANDUM. June, A Retail Offering of Units (the "Units") in
OFFERING MEMORANDUM June, 2008 A Retail Offering of Units (the "Units") in NIKKO REAL ASSET FUND USD PORTFOLIO (the USD Portfolio ) NIKKO REAL ASSET FUND EUR PORTFOLIO (the EUR Portfolio ) NIKKO REAL ASSET
More informationOFFSHORE JURISDICTIONS BVI AND CAYMAN INSOLVENCY LAW A COMPARISON MAY-JUNE Commercial Dispute Resolution
32 OFFSHOE JUISDICTIONS BVI AND CAYMAN INSOLVENCY LAW A COMPAISON 33 Colin iegels, Ian Mann and Marc Kish of Harney, Westwood and iegels explore the similarities and differences between British Virgin
More informationSECTORS & MARKETS. Private Equity
SECTORS & MARKETS Private Equity OVERVIEW We have been at the forefront of private equity deals almost since the invention of the leveraged buyout. With leading practices in both private equity funds and
More informationJersey Office OFFICE DESCRIPTION. PO Box Esplanade St Helier Jersey JE1 1BD Channel Islands
OFFICE DESCRIPTION Jersey Office PO Box 207 13-14 Esplanade St Helier Jersey JE1 1BD Channel Islands T: +44 (0)1534 888 777 F: +44 (0)1534 888 778 E: jersey@applebyglobal.com OVERVIEW Jersey s strong track
More informationGUIDE TO FUNDS IN THE ISLE OF MAN
GUIDE TO FUNDS IN THE ISLE OF MAN CONTENTS PREFACE 1 1. Constitutional Position 2 2. Flexibility of Legal Form 2 3. Regulatory Environment 3 4. Categories of Fund 3 5. Fund Taxation 8 PREFACE The Isle
More informationCayman Islands Office OFFICE DESCRIPTION. Clifton House 71 Fort Street PO Box 190 Grand Cayman KY Cayman Islands
Cayman Islands Office Clifton House 71 Fort Street PO Box 190 Grand Cayman KY1-1104 Cayman Islands T: +1 345 949 4900 F: +1 345 949 4901 E: cayman@applebyglobal.com OVERVIEW The Cayman Islands is one of
More informationEstablishing a Private Investment Fund Management Platform in Hong Kong
SYNOPSIS SERIES Establishing a Private Investment Management Platform in Hong Kong Hong Kong is widely recognised as a leading fund center in Asia. Hong Kong offers the fund industry a developed and stable
More informationBRITISH VIRGIN ISLANDS MUTUAL FUNDS
BRITISH VIRGIN ISLANDS MUTUAL FUNDS This article has been prepared for the assistance of those who are considering the formation of a mutual fund in the British Virgin Islands ( BVI ). It deals in broad
More informationFINANCIAL SERVICES ACT 2008 DEPOSITORS COMPENSATION SCHEME REGULATIONS Approved by Tynwald 20 October 2010 Coming into operation 23 October 2010
Statutory Document No. 683/10, as amended FINANCIAL SERVICES ACT 2008 DEPOSITORS COMPENSATION SCHEME REGULATIONS 2010 Approved by Tynwald 20 October 2010 Coming into operation 23 October 2010 The Treasury
More informationJuly Administration
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS CYPRUS DUBAI HONG KONG LONDON MAURITIUS MOSCOW SÃO PAULO SINGAPORE conyersdill.com July 2012 The decision of the Cayman Islands Court of Appeal in ABC Limited
More informationCayman Islands: Restructuring & Insolvency
The In-House Lawyer: Comparative Guides Cayman Islands: Restructuring & Insolvency inhouselawyer.co.uk /index.php/practice-areas/restructuring-insolvency/cayman-islands-restructuringinsolvency/ 5/3/2017
More informationWhat a creditor needs to know about liquidating an insolvent BVI company
GUIDE What a creditor needs to know about liquidating an insolvent BVI company November 2016 Contents Introduction 3 When is a company insolvent? 3 What is statutory demand? 3 Written request for payment
More informationDuties of directors of Jersey companies
Duties of directors of Jersey companies Service area Corporate Location Jersey Date January 2013 This note summarises the duties of directors of Jersey companies, addresses directors indemnities, outlines
More informationThe Perils of Investment Management in Perilous Times. February 10 th, 2009 New York, NY
The Perils of Investment Management in Perilous Times February 10 th, 2009 New York, NY The Liquidity Crunch of 2008 19% Average performance decline and loss of approximately $600 billion of assets Substantial
More informationFOSUN INTERNATIONAL LIMITED (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 00656)
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationJurisdictions Serviced
www.harbour.ky Jurisdictions Serviced The Cayman Islands is the leading jurisdiction for offshore investment funds as a result of its favourable regulatory environment, flexible structuring options,
More informationHow to start a Hedge Fund
How to start a Hedge Fund How to start a Hedge Fund Introduction When setting up a hedge fund, you will need to consider the following matters: Jurisdiction Fund structure Eligible investors Authorisation
More information/EXPERT INSIGHT INTO THE WORLD OF OFFSHORE TRANSACTIONS/
FOURTH QUARTER 2014 /EXPERT INSIGHT INTO THE WORLD OF OFFSHORE TRANSACTIONS/ CONTENTS/ INTRODUCTION [2] EXECUTIVE SUMMARY [4] 2 INTRODUCTION Welcome to this final edition of Offshore-i for 2014, in which
More informationPrimeo v HSBC: Cayman Court Delivers Madoff Judgment
Welcome to the September issue of Legal News. For further information on any of the topics covered in this edition, please call or email any of the key contacts or your usual William Fry contact person.
More informationPRACTICE DESCRIPTION. Property
PRACTICE DESCRIPTION Property OVERVIEW Appleby is a leading provider of property law services in Bermuda, the Cayman Islands, the Isle of Man and Jersey, with lawyers who are acknowledged as experts in
More informationCayman Islands Mutual Funds
Cayman Islands Mutual Funds Preface This publication has been prepared for the assistance of those who are considering the formation of a mutual fund in the Cayman Islands. It deals in broad terms with
More informationOffshore Security Enforcement
Offshore Security Enforcement Contents Introduction... 01 Guernsey... 02 Jersey... 03 Isle of Man... 04 British Virgin Islands... 05 Cayman Islands... 06 Mauritius...07 Gibraltar... 08 Luxembourg... 09
More informationGUIDE TO EXEMPTED LIMITED PARTNERSHIPS IN THE CAYMAN ISLANDS
GUIDE TO EXEMPTED LIMITED PARTNERSHIPS IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Introduction 2 2. Registration 2 3. Ongoing Requirements 3 4. The Role of the General Partners 4 5. The Role of the Limited
More informationSUMMARY GUIDE TO THE BVI BUSINESS COMPANIES ACT, 2004
SUMMARY GUIDE TO THE BVI BUSINESS COMPANIES ACT, 2004 The BVI Business Companies Act, 2004 (as amended) (the Act ) came into force on 1 January 2005 and after a two year transition period it completely
More informationThis Supplement forms part of and should be read in conjunction with the Prospectus for the ICAV dated 6 July 2017 (the Prospectus ).
INTERNATIONAL EQUITY FUND Supplement to the Prospectus dated 27 February 2018 for Ci GLOBAL INVESTMENTS RIAIF ICAV (a Retail Investor Alternative Investment Fund) This Supplement contains specified information
More informationGlobal - Comparison of Voluntary Liquidation Procedures in Bermuda, the BVI, Cayman, Guernsey and Jersey
Global - Comparison of Voluntary Liquidation Procedures in Bermuda, the BVI, Cayman, Guernsey and Jersey Introduction This note provides a comparative analysis of voluntary liquidation procedures under
More informationGUIDE TO LIMITED LIABILITY PARTNERSHIPS IN THE CAYMAN ISLANDS
GUIDE TO LIMITED LIABILITY PARTNERSHIPS IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Introduction 2 2. Nature of an LLP 2 3. Registration 2 4. Partners 2 5. Allocations and Distributions 3 6. Management
More informationMODERN LAND (CHINA) CO., LIMITED
NOT FOR DISTRIBUTION IN THE UNITED STATES Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation
More informationLloyds TSB. Lloyds TSB Bank plc. (incorporated with limited liability in England and Wales with registered number 2065)
Offering Circular Lloyds TSB Lloyds TSB Bank plc (incorporated with limited liability in England and Wales with registered number 2065) U.S.$150,000,000 6.90 per cent. Perpetual Capital Securities (to
More informationSupplement No. 6 published with Gazette No. 16 of 6th August, MUTUAL FUNDS LAW. (2007 Revision) RETAIL MUTUAL FUNDS (JAPAN) REGULATIONS
Supplement No. 6 published with Gazette No. 16 of 6th August, 2007. Retail Mutual Funds (Japan) Regulations (2007 Revision) MUTUAL FUNDS LAW (2007 Revision) RETAIL MUTUAL FUNDS (JAPAN) REGULATIONS (2007
More informationDirectors' concerns: Distributions and dividends
Directors' concerns: Distributions and dividends Last reviewed: January 2017 Contents Distributions and dividends 2 Final and Interim Dividends 3 Cash and Kind 3 Preferential dividends 3 'Inadvertent'
More informationTaking charge in Bermuda: some tips for cross border security arrangements
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS CYPRUS DUBAI HONG KONG LONDON MAURITIUS MOSCOW SÃO PAULO SINGAPORE conyersdill.com December 2010 Taking charge in Bermuda: some tips for cross border security
More informationGUIDE TO THE LISTING OF QUOTED EUROBONDS ON THE INTERNATIONAL STOCK EXCHANGE
GUIDE TO THE LISTING OF QUOTED EUROBONDS ON THE INTERNATIONAL STOCK EXCHANGE CONTENTS PREFACE 1 1. TISE and Quoted Eurobonds 2 2. PIK Notes 2 3. Advantages of Listing Quoted Eurobonds on TISE 3 4. Procedure
More informationGUIDE TO ENFORCEMENT OF FOREIGN JUDGMENTS IN THE CAYMAN ISLANDS
GUIDE TO ENFORCEMENT OF FOREIGN JUDGMENTS IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 1. Introduction 2 2. Statutory remedies 2 3. Common Law 2 4. Challenges/Defences 4 5. Procedure 4 6. Execution remedies
More informationHENDERSON GLOBAL SELECT FUNDS - HENDERSON EUROPEAN PROPERTY SECURITIES FUND
This Product Highlights Sheet is an important document It highlights the key terms and risks of this investment product and complements the Prospectus 1. It is important to read the Prospectus before deciding
More informationComparison of Bermuda, Cayman Islands and British Virgin Islands Funds
Comparison of Bermuda, Cayman Islands and British Virgin Islands Funds Foreword This memorandum has been prepared for the assistance of those who are considering the formation of a fund in an offshore
More informationCayman Islands Company Formation/Registration
Cayman Islands Company Formation/Registration Expertise Independence Integrity Bell Rock Group is licensed and regulated by the Cayman Islands Monetary Authority (CIMA). The Cayman Islands as a jurisdiction
More informationCayman Islands Off-Balance Sheet Financing
Cayman Islands Off-Balance Sheet Financing Introduction This memorandum examines the use of Cayman Islands off-balance sheet financing structures. There are several types of transactions that would call
More informationCOUNTERPOINT GLOBAL BALANCED FUND
COUNTERPOINT GLOBAL BALANCED FUND Supplement to the Prospectus dated 20 May 2016 for Sanlam Global Funds plc (a Retail Investor Alternative Investment Fund) This Supplement contains specified information
More informationCayman Islands Exempted Companies
Cayman Islands Exempted Companies Introduction An exempted company (a "Company") is the most commonly used type of Cayman Islands company for international transactions. This note describes certain features
More informationCIFI Holdings (Group) Co. Ltd.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationContinuing obligations of a Cayman Islands Registered Mutual Fund
Legal Guide Continuing obligations of a Cayman Islands Registered Mutual Fund This guide sets out the continuing obligations under Cayman Islands law of an open-ended fund registered with the Cayman Islands
More informationOFFERING MEMORANDUM. Relating to Shares of NVF MASTER FUND. 16 March 2011
OFFERING MEMORANDUM Relating to Shares of NVF MASTER FUND 16 March 2011 IN MAKING AN INVESTMENT DECISION, AN INVESTOR MUST RELY UPON ITS OWN EXAMINATION OF NVF MASTER FUND (THE "FUND") AND THE TERMS OF
More informationBERMUDA MONETARY AUTHORITY
BERMUDA MONETARY AUTHORITY CONSULTATION PAPER POLICYHOLDER PROTECTION June 2017 TABLE OF CONTENTS I. Executive Summary... 3 II. Background... 4 III. Preferential Treatment of Policyholders for the Bermuda
More informationCommonwealth Bank issues JPY13,300,000,000 Tier 2 Capital Subordinated Notes
Commonwealth Bank issues JPY13,300,000,000 Tier 2 Capital Subordinated Notes Notice under section 708A(12H)(e) Corporations Act 2001 (Cth) Wednesday, 15 March 2017: Commonwealth Bank of Australia (CBA)
More informationBermuda Office OFFICE DESCRIPTION. Canon s Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda
Bermuda Office Canon s Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda T: +1 441 295 2244 F: +1 441 292 8666 E: bermuda@applebyglobal.com OVERVIEW Bermuda is one of the world s leading financial
More informationVoluntary liquidation under the BVI Business Companies Act 2004
GUIDE Voluntary liquidation under the BVI Business Companies Act 2004 Last reviewed: February 2017 Contents Introduction 2 Eligibility 2 Preparing for voluntary liquidation 2 Security 2 Preliminary actions
More informationPrivate Trust Foundation (PTF) Structures in Guernsey An Ogier Overview
Private Trust Foundation (PTF) Structures in Guernsey An Ogier Overview October 2017 A PTF is, in its simplest form, a foundation incorporated specifically to act as trustee of one or more family trusts.
More informationCOUNTERPOINT GLOBAL EQUITY FUND
COUNTERPOINT GLOBAL EQUITY FUND Supplement to the Prospectus dated 20 May 2016 for Sanlam Global Funds plc (a Retail Investor Alternative Investment Fund) This Supplement contains specified information
More informationJames Corbett QC. built rapport and gained the confidence and trust. of the parties very quickly. Overview
CEDR Accreditation: CEDR Panel Member Since: 2000 2002 Languages: Location: English Grand Cayman built rapport and gained the confidence and trust James Corbett QC of the parties very quickly. Mediation
More informationConyers Dill & Pearman
CORPORATE RELOCATIONS: BERMUDA GROUP HOLDING COMPANIES Conyers Dill & Pearman Barristers & Attorneys Clarendon House 2 Church Street PO Box HM 666 Hamilton HM 11 Bermuda email: bermuda@ Website: www. Bermuda
More informationChantelle Staynings. Call: 2012
Call: 2012 Chantelle specialises in corporate litigation and advisory work, and regularly advises on company law matters. Her litigation expertise includes conducting and advising on a range of shareholder,
More informationISSUANCE OF US$125,000, % SENIOR NOTES DUE 2017
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationGUIDE TO COMPANIES IN THE BRITISH VIRGIN ISLANDS
GUIDE TO COMPANIES IN THE BRITISH VIRGIN ISLANDS CONTENTS PREFACE 1 1. BVI Business Companies 2 2. Incorporation 2 3. Know Your Client Requirements 2 4. Constitutional Documents 3 5. Objects and Powers
More informationInsolvency: a guide for shareholders
INFORMATION SHEET 43 Insolvency: a guide for shareholders If a company is in financial difficulty, it can be put under the control of an independent external administrator. The role of the external administrator
More informationMEETING OF CREDITORS AND REGISTERED SHAREHOLDERS 24 th June 2016
Fairfield Sentry Limited Fairfield Sigma Limited Fairfield Lambda Limited (in Liquidation) MEETING OF CREDITORS AND REGISTERED SHAREHOLDERS 24 th June 2016 Cayman Islands British Virgin Islands (EC) Bahamas
More informationCayman Islands Exempted Companies
Cayman Islands Exempted Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in the Cayman Islands ( Cayman ). It deals in broad
More informationKey Facts Companies. Cayman Islands
The is a mature, sophisticated and strongly regulated jurisdiction, with an established gold standard reputation among international investors, a highly experienced professional community and a sophisticated
More informationChapter 25. Bankruptcy and Insolvency
Chapter 25 Bankruptcy and Insolvency Learning Objectives At the end of this chapter, students should be able to: understand the meaning, purposes and effects of personal bankruptcy; explain the duties
More informationISSUANCE OF US$500 Million 9.375% SENIOR NOTES DUE 2018
NOT FOR DISTRIBUTION IN THE UNITED STATES Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation
More informationCayman Islands Unit Trusts
Cayman Islands Unit Trusts Preface This publication has been prepared for the assistance of those who are considering the formation of unit trusts in the Cayman Islands ( Cayman ). It is not intended to
More informationGUIDE TO LISTING OF PIK NOTES ON THE CISE: PRIVATE EQUITY TRANSACTIONS IN THE CHANNEL ISLANDS
GUIDE TO LISTING OF PIK NOTES ON THE CISE: PRIVATE EQUITY TRANSACTIONS IN THE CHANNEL ISLANDS CONTENTS PREFACE 1 1. PIK Notes 2 2. CISE Listing 2 3. Appleby Securities (Channel Islands) Limited 2 APPENDIX
More informationSeychelles Office OFFICE DESCRIPTION. Suite 202 2nd Floor, Eden Plaza Eden Island PO Box 1352 Mahe Seychelles
Photo courtesy Raymond Sahuguet Seychelles Office Suite 202 2nd Floor, Eden Plaza Eden Island PO Box 1352 Mahe Seychelles T: +248 429 5281 F: +248 422 5281 E: seychelles@applebyglobal.com OVERVIEW The
More informationSaad Investments Finance Company (No. 3) Limited
Saad Investments Finance Company (No. 3) Limited (incorporated with limited liability in the Cayman Islands and having its corporate seat in the Cayman Islands) 70,000,000 Guaranteed Floating Rate Note
More informationHSBC Corporate Money Funds Limited Prospectus. Date: 26 th June 2018 PUBLIC
HSBC Corporate Money Funds Limited Prospectus Date: 26 th June 2018 PUBLIC HSBC Corporate Money Funds Limited (the Company ), formerly All Points Corporate Money Funds Limited, has been incorporated in
More informationWhat you need to know about the regulation of investment business in the BVI
GUIDE What you need to know about the regulation of investment business in the BVI September 2016 Contents Introduction 2 What activities are regulated? 2 The basic prohibition 2 Components of the basic
More informationCONTENTIOUS TRUST DISPUTES
MARKET-LEADING EXPERTISE CONTENTIOUS TRUST DISPUTES tice brochure d14 CONTENTIOUS TRUST DISPUTES OVERVIEW Modern trust disputes are often complex involving large corporate structures with offshore elements
More informationIssue of US$800,000,000 Subordinated Notes. Notice under section 708A(12G)(e), Corporations Act 2001 (Cth)
Media Release For Release: 19 March 2014 Issue of US$800,000,000 Subordinated Notes Notice under section 708A(12G)(e), Corporations Act 2001 (Cth) Today Australia and New Zealand Banking Group Limited
More informationSOCINVEST GLOBAL FUND LTD
Copy No ----------------------- Delivered to ----------------------- SOCINVEST GLOBAL FUND LTD An open-ended investment company incorporated in the British Virgin Islands as a Private Fund PRIVATE PLACEMENT
More informationISSUANCE OF US$400,000, % SENIOR NOTES DUE 2019 AND OVERSEAS REGULATORY ANNOUNCEMENT
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness
More informationsmb Doc 499 Filed 04/09/18 Entered 04/09/18 08:49:46 Main Document Pg 1 of 12
Pg 1 of 12 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v. Adv. Pro. No. 08-01789 (SMB) SIPA LIQUIDATION (Substantively
More informationLimited Partnerships in Guernsey
GUIDE Limited Partnerships in Guernsey Last reviewed: March 2018 Limited partnerships are governed by the Limited Partnerships (Guernsey) Law, 1995, as amended (the Law). Formation of limited partnerships
More informationVOLAC STANDARD TERMS AND CONDITIONS OF SALE OR CONTRACT
VOLAC STANDARD TERMS AND CONDITIONS OF SALE OR CONTRACT 1. INTERPRETATION In these Terms and Conditions: THE COMPANY means Volac International Limited whose registered office is at 50 Fisher s Lane, Orwell,
More informationInvesco Select Retirement F und Provident Fund Classes
Invesco Select Retirement F und Provident Fund Classes April 2017 The Directors of Invesco Hong Kong Limited, the Manager of the Invesco Select Retirement Fund, are the persons responsible for the information
More informationSECTORS & MARKETS. Transport & Logistics
SECTORS & MARKETS Transport & Logistics OVERVIEW Appleby s transport and logistics team specialises in advising on asset finance transactions for clients in the aviation, shipping, road, rail and logistics
More informationFoundation Companies in the Cayman Islands
The Foundation Companies Bill, 2016 seeks to introduce a new type of corporate vehicle in the Cayman Islands, the Foundation Company. This Guide sets out the key features of FCs and how they will be able
More informationBen Griffiths. Call: 2004
Call: 2004 Ben is a commercial and financial law specialist. His expertise spans both advisory work and litigation in the fields of company law, corporate restructuring and insolvency, banking, financial
More information