0
Handbook
    2010
Introduction              2

Practice Profiles         5
Banking & Finance         6
Corporate & Commercial    8
Investmen...
The past year has been one of great challenge and opportunity. During a
    period of unprecedented volatility in the glob...
These developments have all been driven by the core philosophy central to
every aspect of our business – a commitment to a...
Reliability.
Harneys’ Banking & Finance Practice
    The department has unmatched experience in advising the world's most
    significa...
Derivatives                                                                     Provided Cayman Islands advice to Vale
The...
Harneys’ Corporate & Commercial Practice
    Our Corporate & Commercial team specialises in equity related issues and
    ...
Joint Ventures
Decades of experience and the suitability of the BVI, Cayman and Cypriot
corporate vehicles for cross borde...
Harneys’ Investment Funds Practice
Our dedicated Investment Funds Team in the BVI and Cayman works with
managers of offsho...
Such restructurings commonly involve the creation of side pockets to isolate
the effect of individual asset illiquidity. W...
Harneys’ Distressed Funds Practice
     Market and regulatory events of the past few years have created challeng-
     ing...
•        planning for solvent liquidations and what to consider in the event
         of potential insolvency;
•        ha...
Harneys’ Litigation Practice
     Harneys has by far the largest litigation and insolvency department in the
     British ...
Insolvency
Our contentious insolvency lawyers in BVI and Cayman have experience in
acting for companies, secured and unsec...
Tax
    Regulatory

                                Harneys’ Tax & Regulatory Practice
                                Our...
Tax
                                                                                 Regulatory

The BVI’s new Securities ...
Harneys’ Trusts, Wills & Estates Practice
     Our Private Client Trusts Department specialises in the creation of all typ...
Purpose Trusts
We are regularly instructed to create non-charitable purpose trusts for
commercial off-balance sheet purpos...
BVI
Business

           Harneys’ BVI Business Practice
           Our BVI Business practice group advises commercial, ins...
BVI
                                                                                Business

Banking
Our domestic banking...
Harneys’ Intellectual Property Practice
     We have a well-established and experienced Intellectual Property practice
   ...
Shipping

Harneys’ Shipping Practice
The firm’s shipping practice acts for some of the world’s leading financial
instituti...
Geographic
Practices

             Harneys’ Geographic Practices
             In addition to our core practice areas, Harn...
India
Practices in the BVI, Cayman Islands and Cyprus allow us to provide a wide
range of cost-effective legal solutions f...
Harneys Services
     Harneys Services delivers a full complement of corporate and fiduciary
     services in the British ...
Harneys
                                                                              Services

Trusts
Harneys Services ho...
Trust.
29
Partners
     British Virgin Islands




30
Partners
British Virgin Islands




                         31
British Virgin Islands




32
British Virgin Islands




                         33
Cayman Islands




34
Cyprus




         35
Hong Kong




36
London




         37
Timing.
39
Cayman Islands




40
Harneys Handbook 2010
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Transcript of "Harneys Handbook 2010"

  1. 1. Handbook 2010
  2. 2. Introduction 2 Practice Profiles 5 Banking & Finance 6 Corporate & Commercial 8 Investment Funds 10 Distressed Funds 12 Litigation & Insolvency 14 Tax & Regulatory 16 Trusts, Wills & Estates 18 BVI Business 20 Intellectual Property 22 Shipping 23 Geographic Practices 24 Harneys Services 26 Partners 29 British Virgin Islands 30 Cayman Islands 34 Cyprus 35 Hong Kong 36 London 37 Locations 39 Map 40 Contact details 41
  3. 3. The past year has been one of great challenge and opportunity. During a period of unprecedented volatility in the global economy Harneys has focused on meeting the evolving needs of our clients and as a result saw the expansion of several key practice areas. Despite the economic slowdown we have made significant progress on several strategic fronts including that of adding a new jurisdiction to our practice. In 2009 we extended our global reach to include Cyprus and were delighted to welcome Pavlos Aristodemou, Demetris Loizides and Emily Yiolitis to the firm’s partnership. We believe the addition of a Cyprus practice will be of great benefit to all our clients but especially those in Russia and India. Together with the continued growth of our Asia office as well as our India, Latin America and Russia desks, this strengthens our firm’s commitment to products and services tailored for clients in emerging markets. Our Cayman practice, established in 2008, expanded rapidly last year with the addition of 3 lawyers and 2 partners including Sarah Dobbyn, who leads our growing Cayman litigation and insolvency department. We have placed Cayman specialists at the partner level in our Hong Kong and London offices to provide time-zone friendly legal expertise to clients regardless of location. Our related Services business expanded during 2009 to offer Cayman Islands corporate services from both the Cayman and Hong Kong offices. The past year was also one of increasing activity for our top-ranked litigation and insolvency practice which expanded significantly in both the BVI and Cayman Islands to meet the growing demand for litigation services. We also saw increased activity in our Regulatory Group which provides the only specialist service on regulatory and supervisory matters in the British Virgin Islands. 2
  4. 4. These developments have all been driven by the core philosophy central to every aspect of our business – a commitment to absolute quality in the work we deliver, and to unparalleled responsiveness and client service. This year Harneys celebrates its 50th anniversary and it promises to be an exciting time for the firm. I look forward to sharing news of future develop- ments with you in the coming months. In the pages of this handbook you will find an introduction to our various practice areas and the locations from which we operate as well as our partners. I hope you will also visit our website at www.harneys.com for regular market updates, client guides and firm news. 3
  5. 5. Reliability.
  6. 6. Harneys’ Banking & Finance Practice The department has unmatched experience in advising the world's most significant banks and financial institutions; it also regularly acts for borrow- ers and issuers. With 7 lawyers in the British Virgin Islands either extensively or exclusively involved in debt finance and derivatives work there is a degree of specialisa- tion and market knowledge unique in the jurisdication. Our Cayman finance practice has developed rapidly with a number of new and significant clients and stand-out deals. Banking partners and associates in our Cyprus office have extensive experience in Cypriot banking law, asset finance and financ- ing agreements involving banks, financial institutions, equipment financing and corporate borrowing. In addition each of our Hong Kong and London offices has partners and associates with extensive BVI and Cayman banking and finance experience. Clients include Barclays, BNP Paribas, Credit Suisse, Citigroup, Deutsche Bank, Goldman Sachs, Merrill Lynch, HSBC, JP Morgan, Morgan Stanley, Standard Chartered and UBS and we are regularly instructed by almost all the world's leading law firms. General Banking We advise on all types of syndicated and bilateral lending including trade finance, debt restructuring, structured finance, property and acquisition finance. In addition the department has been involved in most significant project financings involving the BVI and regularly advises on aircraft and shipping deals in the BVI, Cayman and Cyprus. Capital Markets In the capital markets sphere the department advises lead managers, issuers and investors on international debt issues. We advise on the full range of debt issues including medium-term note programmes, stand-alone eurobonds, tiered capital issues and euro-commercial paper/programmes. 6
  7. 7. Derivatives Provided Cayman Islands advice to Vale The department advises extensively on all aspects of financial derivative and Vale Capital II on a series of notes transactions. Its lawyers advise all the major industry bodies and major issues totalling US$2.9 billion. banks on close-out netting and collateral enforceability issues in respect of derivatives, repossession and securities lending documentation. Advised on BVI aspects of the approxi- mately €500 million syndicated senior We have been heavily involved in the implementation and policy of the and mezzanine financing for the acquisition of a majority stake in a global netting legislation in the BVI and are counsel to almost all major industry corporate services business. bodies including the International Swaps and Derivatives Association, the Securities Industry and Financial Markets Association, the International Represented Innovate Holdings Limited Capital Market Association, the Stock Lending and Repo Committee of the and advised its parent, The Bank of East Capital Adequacy Directive Working Group, The Futures & Options Associa- Asia Limited (BEA), in respect of tion, The British Bankers' Association, The Bond Market Association, The Innovate’s issue of US$500 million Foreign Exchange Committee, The Financial Markets Lawyers Group and preference shares in connection with an The Japanese Bankers Association. issuance by BEA of up to US$500 million Hybrid Tier 1 Capital Instruments. Provided Cypriot advice on a €36 million facility granted as a refinancing by Raiffeisen and UniCredit to Rosinter Restaurants. Advised TAQA, the Abu Dhabi National Energy Company, on Cayman Islands elements of its US$120 million refinancing of indebtedness consequent on its acquisition of 50 percent stake in Marubeni’s Caribbean power business. Advised Deutsche Bank AG in relation to the default and proposed restructuring of a US$700 million bond issued by a British Virgin Islands SPV. Advised the lenders on a US$570 million financing in a reverse takeover by one of the world’s largest alternative investment asset managers. 7
  8. 8. Harneys’ Corporate & Commercial Practice Our Corporate & Commercial team specialises in equity related issues and frequently advises on complex cross border transactions involving British Virgin Islands, Cayman and Cyprus vehicles. Across all of our offices, our experienced lawyers are regularly instructed by the world’s leading law firms on behalf of household names in industry and commerce. Our BVI team has for decades been at the forefront of the development of company law and practice in the jurisdiction. The result is a significant depth of experience in advising on joint ventures, private equity transac- tions, listings, mergers and acquisitions and reorganisations. Our Cyprus team advises on all types of corporate matters including incorporation of Cypriot companies, re-organisations, mergers and spin-offs, and redomiciliation/continuation. We also represent directors and companies on fiduciary and other duties under Cypriot law. Several experienced lawyers make up our Cayman Islands corporate team which includes partners and associates located in the Cayman Islands, Hong Kong and London. Equity Capital Markets The opportunity to advise BVI, Cayman and Cyprus companies in relation to listings on stock exchanges in New York, Singapore, London, Frankfurt, Hong Kong and Oslo means that our lawyers have developed considerable expertise in this area. Examples include advising on the listing of Renesola Ltd and Emerging Metals Limited on AIM and Flex LNG on the Oslo Stock Exchange. Private Equity Experienced lawyers across all our offices have assisted clients in connec- tion with substantial private equity transactions including management buy outs, public to private transactions and a variety of venture capital deals. Examples include the £500 million management buy out of Allied London Properties from Deutsche Bank, JER Partners and Others where Harneys acted for RBS Private Equity and the US$1.6 billion acquisition of Tommy Hilfiger Corporation by Apax Partners where we acted for Tommy Hilfiger. 8
  9. 9. Joint Ventures Decades of experience and the suitability of the BVI, Cayman and Cypriot corporate vehicles for cross border joint venture deals means that we have unrivalled expertise in putting together such structures, whether as compa- Acting for Playtech Limited on the sale of nies or limited partnerships. Noteworthy transactions include the Virgin Galac- Playtech and several subsidiary tic joint venture which saw investments by Abu Dhabi's Aabar Investments companies to William Hill. and Sir Richard Branson’s Virgin Group where we acted for Virgin. Another was the ground breaking TNK-BP transaction, the largest Western investment in Representing an affiliate of Virgin Galactic regarding BVI law aspects of the Russia. As well as advising on key documentation such as shareholders strategic partnership announced by Abu agreements, we have the resources to provide specialist IP and commercial Dhabi’s Aabar Investments and Sir advice on the ancillary agreements, such as marketing, distribution, license Richard Branson’s Virgin Group and supply agreements. pertaining to Aabar’s US$280 million equity stake in Virgin Galactic. Mergers & Acquisitions Advising Flex LNG Ltd. in connection We have advised both sellers and purchasers in the BVI, Cayman and Cyprus with its IPO on the Olso Stock Exchange. on the full spectrum of M&A deals from a share or asset purchase to a takeover of a listed company. The flexible merger regime in BVI, quite similar Advising Tiger Global Management on in many respects to Delaware law, has been successfully used time and time BVI law aspects of its sale of again to achieve the desired commercial results. Recent transactions include Maktoob.com to Yahoo! the acquisition of Playtech Limited and its subsidiary companies by William Hill where we acted for Playtech; the sale of Maktoob.com to Yahoo! where we Advising Orsu Metals Corporation on BVI advised the seller; and representing AXA in a €1.2 billion acquisition of Reso law aspects of the recently completed sale of its Varvarinskoye gold-copper Guarantia in Russia. Also noteworthy is that our Cyprus team recently acted mine in Kazakhstan to OJSC Polymetal. on a ground breaking cross border merger transaction between a Cypriot company and a Norwegian company (an EEA and non EU member country). Advising on Cayman and BVI law aspects in connection with the restructuring, Reorganisations financing, and subsequent US$130 BVI, Cayman and Cypriot vehicles are commonly used in pre-sale planning and million sale of Cayman Islands companies affiliated with a Bulgarian group rationalisations due to their flexibility and tax neutral effect within a telecoms and cable television company. group. Recent examples of reorganisations include the pre-sale restructuring, by our team in the Cayman Islands, of the CableTel group. Acting for Rank Group on the US$2.7 billion acquisition of part of Alcoa Inc's packaging and consumer business in a global transaction that involved 28 jurisdictions. 9
  10. 10. Harneys’ Investment Funds Practice Our dedicated Investment Funds Team in the BVI and Cayman works with managers of offshore hedge funds and private equity funds to help them establish and structure their offshore investment vehicles to best meet their strategies and the requirements of their investors. We advise on all aspects of the life of a BVI or Cayman fund including formation, restructuring and closure both in distressed and planned scenarios. Our team has unrivalled experience and depth in the BVI with a strong and growing reputation in the Cayman Islands for the quality and timeliness of our advice. With a client base that includes a majority of the largest and most respected managers with fund structures in the BVI as well as up and coming stars of the indus- try and the respect of the leading law firms in the global funds industry, our Investment Funds Team provides managers with quality advice on all aspects of their BVI and Cayman Islands funds. Hedge Fund and Private Equity Fund Formation We have over 20 years experience of establishing offshore funds and have been the leading law firm in the BVI for the establishment of fund structures throughout that time. We work directly with managers and with leading onshore law firms to establish BVI and Cayman Islands fund structures for the largest institutional managers through to start-up managers with seed capital. We are experienced in providing funds structured using all forms of investment vehicle, including companies, limited partnerships, unit trusts and segregated portfolio companies and are at the forefront of designing innovative structures, including to deal with mixed liquidity portfolios. We are also highly experienced in advising on the issues surrounding the use of side letters for individual investors. Fund Restructuring One of our core strengths is our experience in dealing with changes to a fund’s structure during the life of a fund. These are usually necessitated by a planned expansion in the fund or a liquidity issue within the portfolio. Such changes are often complex and require a careful consideration of existing rights of investors and obligations of the fund, its directors and agents.
  11. 11. Such restructurings commonly involve the creation of side pockets to isolate the effect of individual asset illiquidity. We have been involved in some of the most complex and high profile restructurings caused by recent liquidity issues in the market. Funds with extreme liquidity issues are handled by our Distressed Funds Group. Manager and Administrator Formation We also provide advice and assistance to those wishing to establish a fund manager or administrator in the BVI and the Cayman Islands and to estab- lished managers and administrators wishing to provide services to BVI and Cayman Islands funds. This includes advising on the licensing requirements and ongoing obligations for domiciled and non-domiciled managers and administrators and advising on their service contracts with the funds. Manager and Administrator Transfers of Control We are increasingly asked to advise on the sale of regulated managers and administrators alongside leading onshore law firms. We have experience in dealing with all aspects of the transfers, including the regulatory, legal and commercial issues involved in such transfers. Examples include the sale of the Key Asset Management Group to Swedish Bank SEB (advised by Norton Rose and Slaughter & May respectively) and the sale of two regulated managers to an Andorran Bank. Regulatory Consents and Fund Investments We advise on all aspects of investment funds business, including obtaining regulatory consents and advising on and issuing opinions in relation to transactions entered into by funds, including ISDA agreements and structured investments. A high profile example of such advice was the cashbox underwriting scheme used for a fundraising by Misys plc where we advised ValueAct Capital (a BVI domiciled hedge fund) alongside Fresh- fields, Allen & Overy and Ashursts. 11
  12. 12. Harneys’ Distressed Funds Practice Market and regulatory events of the past few years have created challeng- ing conditions for the global hedge fund industry. Hedge funds have at times seen previously unprecedented levels of redemptions, coupled with highly volatile and, at times, illiquid markets. These events required many manag- ers to look at managing the outflow of capital through the use of the mecha- nisms that were built into their fund’s structure to deal with such market disruptions. These mechanisms include the imposition of suspensions and gates on redemptions and the use of liquidating vehicles to manage the process of returning cash to investors. As leading lawyers in the British Virgin Islands and Cayman Islands we continue to be involved in many of the largest and most complex restructur- ings and cases arising out of recent market events including advising on the many issues coming out of the Madoff affair and other high profile fraud cases. As a result of this we work closely with high profile funds, managers, administrators, liquidators, prime brokers, investors and onshore counsel. In the process we have gained deep expertise in the formulation of strate- gies that provide solid legal and commercially viable solutions for funds, managers, investors and liquidators to deal with the challenges posed by distressed or failed investment funds. Advice to Funds and Managers We advise funds and managers on issues including: • the use of gates, suspension of redemptions and suspension of NAV calculations; • issues arising out of the downsizing of portfolios; • taking advantage of existing provisions to formulate workouts and informal restructurings; • advising on the creation of alternative legal structures to deal with adverse liquidity conditions now and in the future; including the implementation of lock-ups, the use of side-pocket structures and other techniques for isolating distressed portfolio assets; 12
  13. 13. • planning for solvent liquidations and what to consider in the event of potential insolvency; • handling potential conflicts and disputes between investors, funds, investment managers, administrators, brokers, custodians and other agents; • generally managing the risk of disputes with investors and advising on investor rights including advising on the contents of investor communications; • defending investor claims and winding up petitions. Advice to Investors We advise investors in relation to the issues they face in recovering their investments from funds that have been gated, suspended or have otherwise restricted their right to redeem, including advising on: • the legality and effect of suspensions and other lock-up events; • whether an investor has contractual or constitutional grounds to challenge a lock-up; • the availability of unfair prejudice remedies; • the availability of derivative action remedies; • whether the investor has just and equitable or other grounds to petition for a winding up of a fund; • generally managing the conduct of claims against funds by investors. Advice to Liquidators We also work with the firm’s Insolvency team to advise liquidators of invest- ment funds and structured finance vehicles including advising on counter- party claims, asset recovery, claw-back issues and asset realisation. 13
  14. 14. Harneys’ Litigation Practice Harneys has by far the largest litigation and insolvency department in the British Virgin Islands, more than twice the size of any other, and the fastest growing litigation and insolvency practice in the Cayman Islands. We have a reputation for providing accurate, clear and timely advice to our clients who include international law firms, insolvency practitioners, investment funds, banks and other financial institutions, trust companies and corporates. Particular emphasis is placed on commercial matters and a large propor- tion of our work is connected with high profile multi-jurisdictional commer- cial and insolvency disputes. We have been at the forefront of the development of BVI jurisprudence, and involved in virtually every significant piece of litigation in the BVI. We have acted, and continue to act, for some of the world’s largest corporations including Alfa, Barclays, HSBC, Credit Suisse, Rusal, BP, TNK and Sibneft, as well as the world’s leading law firms. General Commercial Litigation Our expertise includes banking and contractual disputes, insurance, warranty claims, property and employment disputes, and professional negligence. We also act for many local banks, trust companies and land developers. Fraud and Asset Tracing We have acted in numerous fraud and tracing claims both in a civil litigation and insolvency context. These actions have included urgent applications for disclosure, freezing and receivership orders. We were the first legal firm in the BVI to successfully obtain a Norwich Pharmacal order and have obtained more orders of this nature than any other firm. Company Advice We have been at the forefront of advice to companies, shareholders and directors in the areas of directors’ duties, minority shareholders’ rights and, in particular, advice on investment funds. We also provide expert witness evidence on BVI law. 14
  15. 15. Insolvency Our contentious insolvency lawyers in BVI and Cayman have experience in acting for companies, secured and unsecured creditors, investors and Acting for a major bank seeking to recover over $200 million in the BVI as directors. Most of our liquidation work includes cross border issues, part of a significant case involving commonly acting for insolvency practitioners securing assets abroad. We litigation in the BVI, US and the Far East. also have well established expertise in receivership work, schemes of arrangements and restructuring advice and significant expertise in dealing Acting for a former director of the with the liquidation or restructuring of complex financial structures includ- Dynamic Decisions group of funds ing hedge funds, managed accounts, fund of funds and derivative advising in connection with the Cayman structures. liquidations of the Master-Feeder Funds. Acting for the Kingate funds advising in Administrative Law and Judicial Review the fallout of the arrest of Bernard We have an active group advising regulated entities on all aspects of Madoff and also acting for a number of financial services and regulatory matters. The group also advises on judicial other funds and investors advising on review and hearings before statutory bodies. the effects of the collapse of BMIS including acting for investors in the Fairfield liquidations in the BVI and for Trust Litigation the liquidators of two Rye feeder funds We work closely with our trusts department and advise trustees, beneficia- in the Cayman Islands. ries and third parties on all aspects of trusts, including applications for variations, disclosure of documents, compromises, capacity issues and Defending a client in the BVI in one of directions, as well as breach of trust claims. China's largest ever claims relating to a joint venture with Western interests and allegation of trademark infringements – claim in the region of US$1 billion. Acting for the liquidators of Saad Financial Investments (No 5) Limited a company which is also a defendant in the US$9.2 billion Saad group litigation in the Cayman Islands. Acting for Kaupthing Bank Luxembourg in the winding up proceedings of a Cayman Partnership, Jukebox LP, and also acting for the liquidators of Jukebox. Acting successfully in one of the longest and most significant BVI commercial court trials in 2009, involving the Government of Dominica. 15
  16. 16. Tax Regulatory Harneys’ Tax & Regulatory Practice Our Tax and Regulatory department provides expert advice on matters Trust related to taxation, regulation and supervision in Cyprus and the British Virgin Islands. Is believing in the strength Tax of a relationship. In Cyprus we provide comprehensive advice on complex cross border issues in order to help clients maximize the benefits of Cyprus’ extensive network of double taxation treaties. Services provided by our Cyprus tax team include the international tax structuring of proposed businesses and holdings, the drafting of tax opinions, negotiating and implementing corpo- rate reorganizations, developing effective deferred taxation schemes for the purposes of the Cyprus Special Contribution for the Defence Tax Law, liaising with the Cyprus tax authorities for obtaining advance tax rulings and facilitating family succession planning using Cyprus International Trusts. Regulatory Our BVI Regulatory practice advises on all aspects of financial services regulatory law and practice. We provide practical advice on all components of the BVI’s Anti-Money Laundering and Terrorist Financing regime. We are experienced in the provision of bespoke products to assist regulated and non-regulated persons alike meet their obligations. Our regulatory lawyers also advise extensively on trust company and insurance regulation and can assist clients in connection with enforcement actions taken by the Financial Services Commission where necessary drawing upon the expertise of our Litigation Department. 16
  17. 17. Tax Regulatory The BVI’s new Securities and Investment Business Act, Finance and Money Services Act and Regulatory Code are all expected to come into force during this calendar year. These imminent provisions will radically overhaul the current system of licensing and regulation applicable to funds, managers, advisors, brokers and many other financial services providers based in the BVI. We as a firm have been at the forefront providing analysis and commen- tary during the development of these provisions and we are well positioned to advise and assist clients on their applicability and impact both before and after they come into force. 17
  18. 18. Harneys’ Trusts, Wills & Estates Practice Our Private Client Trusts Department specialises in the creation of all types of BVI trusts, with particular emphasis on the creation of trusts to hold family trading and investing companies. Our Private Client Trusts team is at the forefront of creating new and innova- tive BVI trust solutions that seek to complement and safeguard the holding of assets by a BVI Business Company. While the main focus of the team is on the creation of BVI trusts, we also have capacity to advise in relation to trusts governed by the laws of the Cayman Islands. We are frequently instructed by leading international law firms, professional trust companies, leading private banks and wealthy private families on all matters relating to BVI trust law. Family Trusts Our team is able to provide trust solutions that are tailored to a client’s individual needs and range from a simple trust to hold assets for one family generation, to a complex trust designed to last for multiple family genera- tions. We have developed particular expertise in creating trusts specifically for use in the holding of trading businesses, with an emphasis on the unique needs and requirements of wealthy private clients from India, Latin America, Asia and Russia. Private Trust Companies and the Family Office Our team is at the forefront of providing advice and assistance in the creation of private trust companies as an integral part of the establishment of a private family office, and has developed innovative solutions to the holding of shares in a private trust company. 18
  19. 19. Purpose Trusts We are regularly instructed to create non-charitable purpose trusts for commercial off-balance sheet purposes, and charitable purpose trusts for wealthy entrepreneurs that wish to make benevolent donations in a private and confidential manner, while avoiding the public registration and scrutiny encountered in their home jurisdiction. Commercial Trusts Our team is experienced in the creation of unit trusts for both opened and closed end schemes and has experience in the creation of employee trusts, and insurance trusts. Regulation of Trusts and Trust Companies We regularly advise in relation to the statutory regulation of companies conducting trust business, whether as trustee, protector of a private family trust or a company acting as the manager of a mutual fund. International Wills We also draft and prepare all types of wills, from a simple will disposing of shares in a BVI Business Company to a complex will establishing a family trust. International Estate Administration Our team is able to assist in the process of obtaining probate to an asset held in the BVI, whether land or shares in a BVI Business Company, and can assist in the practical administration of estates. 19
  20. 20. BVI Business Harneys’ BVI Business Practice Our BVI Business practice group advises commercial, institutional and private clients, both domestic and international, in a variety of local British Virgin Islands transactional and non-transactional real estate, finance, regulatory, tax and general commercial matters. Property Our Property team offers an unparalleled wealth of experience in property law and practice against the backdrop of the firm’s integral involvement in every major real estate development in the BVI over the last half century. The scope of our expertise is wide, and with the benefit of strong technical skill on the part of our lawyers, puts us in the best position to provide timely, sound and commercially sensible advice. Our unmatched depth of under- standing of local BVI law and practice is borne out in our continuing and preeminent relevance for complex real estate transactions. We regularly advise on all aspects of the acquisition, ownership and disposi- tion of BVI real property. We have specific prowess in, among other things, advising foreign nationals on the acquisition of BVI property, and devise ownership structures to satisfy the tax, regulatory, estate planning and other needs of each client. With an array of the best special purpose vehicles and talent in the business at our disposal, including the BVI Business Company and our boutique Trusts offerings, we are well-placed to reliably and usefully serve the widest cross-section of clients in this regard. We have advised developers with respect to the establishment of a number of major developments in the BVI, including Nail Bay, Nanny Cay and Belmont Estates, West End, and have advised purchasers within a number of others including the Little Dix Bay, Long Bay and Oil Nut Bay Estates; we are particularly proficient at structuring and advising on estate covenants and constitutional documents. Our track record also includes advising on the acquisition and development of a number of privately-owned islands within the BVI, and of hotel and resort and commercial property, generally. 20
  21. 21. BVI Business Banking Our domestic banking practice is the oldest in the BVI, and our client list includes several domestic and international private and institutional lenders. Our banking team has developed a reputation for unrivaled expert knowledge on local debt finance transactions and the taking of BVI security. We offer acquisition, asset-based and property finance advice, and have advised on the financing of major developments in the BVI including Scrub Island and the Little Dix Bay Estate on Virgin Gorda. We advised the lending syndicate on the BVI leg of the financing of the acquisition of the Caribbean operations of Shell Oil by the SOL Group, and have assisted local and international banks and lending syndicates with acquisition finance in respect of a number of hotel developments and multi-million dollar enterprises. Commercial Our commercial practice group is renowned for its commitment to consis- tently delivering responsive, comprehensive and thoughtful advice to match the specific needs of each client. We place tremendous value on relation- ship, which hardwires us into the client’s particular circumstances. As a consequence, we are able to offer practical and uniquely tailored guidance for each client in each matter. We assist clients with all aspects of general commercial law, and regularly advise on BVI start-ups, joint-ventures, corporate restructurings and business sales and purchases of varying complexity, among others. We also assist clients with obtaining trade licences, work permits, Hotel Aid licences, Pioneer Status and other regulatory concessions, consents and approvals, whether in the context of a larger transaction or otherwise. 21
  22. 22. Harneys’ Intellectual Property Practice We have a well-established and experienced Intellectual Property practice with a client base ranging from multinational corporations and major international law firms, to specialist IP boutique firms representing some of the world’s largest IP portfolios. Our IP services include registrations of trademarks and patents, and renew- als and assignments of trademarks. We also assist international watching service firms with the monitoring of trademark registrations, while advising on potential infringements through our own independent watching service. Intellectual Property Litigation While our aim is to avoid expensive contentious proceedings, we have considerable experience in opposition proceedings and will defend our clients rights before the courts. 22
  23. 23. Shipping Harneys’ Shipping Practice The firm’s shipping practice acts for some of the world’s leading financial institutions, law firms, ship builders, yacht brokers, ship owners and charterers, and has gained an international reputation for commercially sensitive legal advice relating to all aspects of the acquisition, registration, financing, disposal and operation of ships in the context of the tax neutral registries of the BVI, Cayman Islands and Cyprus. Ship Registration Both the British Virgin Islands and the Cayman Islands are Category 1 branches of the General Register of British Ships. The Virgin Islands Shipping Registry allows for the registration of general cargo ships of unlim- ited tonnage, and mega yachts of up to 3000GT, and the Cayman Islands Shipping Registry has no tonnage restriction on the registration of vessels. Cyprus administers a major international registry within the European Union and controls one of the world’s largest merchant fleets not least due to its favourable tax regime for shipping activities the advantages of which include no tax on profits from the operation or management of a Cyprus- registered vessel and no income tax on the emoluments of officers and crew. In addition, Cyprus has a wide choice of jurisdictions worldwide with compatible legislation for parallel-in and parallel-out registrations. Our shipping team can assist with the full registration process, including provisional and permanent registrations, parallel (bareboat) registration, the registration of new builds, transfers of ownership, and transfers of existing vessels in the BVI, Cayman and Cyprus. Ship Financing We regularly advise lenders on loan agreements and security documents, asset securitisation structures and operating and financial lease structures. Shipping Litigation The firm also conducts a large international shipping litigation practice which advises on maritime disputes and the implementation of maritime claims against vessels, including vessel arrest and detention. 23
  24. 24. Geographic Practices Harneys’ Geographic Practices In addition to our core practice areas, Harneys provides geographically focussed service to clients in or investing in key emerging markets. Our Latin America, India, Russia and Asia practice groups work across depart- ments and offices to provide service to clients which is culturally and commercially relevant. All our geographic desks are staffed by lawyers who are native language speakers and knowledgeable about the commercial environment in that particular region. Asia Our Hong Kong office serves as the hub of our expanding Asia practice. A cadre of 7 lawyers including 3 partners provides expert and specialised service to clients throughout the region on matters of BVI, Cayman Islands and Cyprus law. Our Asia practice can assist with a wide range of matters including project and acquisition financing, joint ventures and international listings; lending and financing arrangements; and the creation of trusts and other wealth management structures. Our Asia work has earned accolades from Asian-Counsel, ALB China, and Islamic Finance Asia, among others. Latin America We have been active in the Latin American market for decades, having represented local and international clients on a wide range of inward and outward facing transactions, ranging from setting up of investment funds, trusts and foundations to assisting in the structuring of project financing transactions, joint ventures and listings in international capital markets. We have a pragmatic approach to dealing with the legal issues affecting Latin American businesses, as well as an in-depth understanding of the nuances of Latin American and global business transactions. 24
  25. 25. India Practices in the BVI, Cayman Islands and Cyprus allow us to provide a wide range of cost-effective legal solutions for India clients. Our India practice represents local and international clients on both inward and outward- facing matters, from setting up a BVI or Cayman investment fund to advising banks and financial institutions on lending arrangements. Our private client department leads in the creation of trusts and other wealth management structures and has created products specifically for clients in India. We also have significant experience in structuring project financing transactions, joint ventures and listings in international capital markets. Russia Harneys has been the leading provider of BVI legal advice to Russia for more than 3 decades. With the addition of our Cayman Islands and Cyprus practices we are able to provide a greater array of cost-effective, seamless offshore legal solutions to Russia clients. We have advised on numerous complex, high value deals in Russia and our clients include a significant number of Russia’s leading law firms, banks, financial institutions and corporations. Our Russia experts frequently advise on a wide range of commercial matters including all types of syndicated and bilateral lending, joint ventures, international listings, and the creation of trusts. 25
  26. 26. Harneys Services Harneys Services delivers a full complement of corporate and fiduciary services in the British Virgin Islands and Cayman Islands. The company has over 35 years of experience, and its work with the world’s leading law firms, corporations, financial institutions and private clients has earned it a reputation for excellence of service. Corporate Services Incorporations Harneys has a dedicated company formation team specialising in the incorporation of British Virgin Islands and Cayman Islands companies, and we are prepared to meet our clients’ needs quickly and without compro- mise. We are able to offer immediate determination of the availability of a proposed company or limited partnership name and incorporation documents can typically be prepared and filed within 24 hours. The incorpo- ration kit is usually dispatched via courier 7 business days after the initial filing. Company Administration Harneys Services also has unparalleled experience in the administration of BVI and Cayman companies. Our team of lawyers and company secretaries oversees the affairs of more than 90,000 companies in the jurisdictions in which we operate. Fiduciary Services Private Client Harneys Services provides both corporate and individual director services to BVI companies by utilizing the expertise of its highly trained and experi- enced staff, both lawyers and other professional associates, to deliver knowledgeable and quality service in a timely manner. We also provide safekeeping of original documents such as deeds, wills, sealed envelopes and other original documentation. 26
  27. 27. Harneys Services Trusts Harneys Services holds a British Virgin Islands Class 1 Trust Licence and offers a broad range of trust services ranging from trust formation and administration to trustee and family office services. Harneys Services also provides administration services for over 60 Private Trust Companies and manages trust companies for a significant number of well known interna- tional banks. Funds Harneys Services’ Funds group provides formation and administration services for a full range of offshore investment vehicles including compa- nies, limited partnerships, unit trusts and segregated portfolio companies in the BVI and Cayman Islands. We act as a liaison between these regulated entities and the regulator in the appropriate jurisdiction. Liquidations We have unparalleled expertise in the dissolution of solvent BVI and Cayman companies. 27
  28. 28. Trust.
  29. 29. 29
  30. 30. Partners British Virgin Islands 30
  31. 31. Partners British Virgin Islands 31
  32. 32. British Virgin Islands 32
  33. 33. British Virgin Islands 33
  34. 34. Cayman Islands 34
  35. 35. Cyprus 35
  36. 36. Hong Kong 36
  37. 37. London 37
  38. 38. Timing.
  39. 39. 39
  40. 40. Cayman Islands 40
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