Private equity investment funds  are bespoke  structures with their own set of rules and regulations as determined by the articles of association  in the case of a Cayman company, or the partnership agreement in the case of a Cayman Islands Exempted Limited Partnership (ELP). Investors need to have a clear idea of investment parameters, such as the type of investment group and its likely duration, so a common term is a limitation...

In this two part piece, we look at how to migrate existing companies in and out of the Cayman Islands. Elsewhere we look at how to migrate an existing company into the Cayman Islands, but here we look at how to migrate a Cayman Islands registered company to another jurisdiction.

In this two part article, we look at how to migrate existing companies in and out of the Cayman Islands. Elsewhere we look at how to migrate a Cayman registered company to another jurisdiction, but here we concentrate on how to move an existing company, one which is already registered in another jurisdiction, and have it registered in the Cayman Islands.

How do you prove you had what it took?

As a Testator, you are not going to be around to put the record straight on your ability to make your Will.  It may be obvious to you and to the lawyer drafting your Will that you are still in possession of your faculties, but if you are unwell, or perhaps choosing to act in an arbitrary fashion, it will be important to leave sufficient evidence of your mental capacity to defeat any potential challenge to your wishes being carried out after your death.

Part 3: Disclosure, the new trading platform, and "Corporate and Sovereign Debt Securities"

The Cayman Islands Stock Exchange (CSX) recently amended its Listing Rules to raise the standards of operation and governance of CSX listed investment funds.  Here we look at changes in Chapters 2, 3 and 12 of the rules, the changes made due to the move to the XETRA trading platform, and the removal of the waiver concession in Chapters 8, 11 and 12.

Part 1: Changes to Listing Agents and Equity Securities

Directors and Listing Agents

The Cayman Islands Stock Exchange (CSX) recently amended its Listing Rules.  As well as tidying up provisions to take into account of recent market and regulatory developments, the new rules include new provisions for directors, new suitability and disclosure requirements for equity issuers and the rebranding of mutual funds as "investment funds" and Eurobonds as "corporate and sovereign debt securities".  The amendments affect chapters 1- 13, but here we look at changes affecting listing agents at Chapters 5 "Listing Agents" and 6 "Equity Securities" (which includes new corporate governance requirements).

The Cayman Islands Stock Exchange (CSX) recently amended its Listing Rules to raise the standards of operation and governance of CSX listed investment funds, particularly retail, closed ended, umbrella and exchange traded funds.  Here we look at changes in Chapter 9 of the rules.

Chiu Man Fu & othrs v Chiu Chung Kwan Ying[2013] Hong Kong Court of Appeal

We are who we are

If someone behaves capriciously in life, is the irrational nature of their Will evidence that they lacked testamentary capacity when they made it, or does it prove they were their normal selves?  In June the Hong Kong Court of Appeal handed down its judgment on whether a wealthy man with an irrational disposition when he was alive, had sufficient mental capacity when he executed a Will that gave all his money to a "common law wife", and not to his children.

The Cayman Islands has played a significant role as an early adopter of global tax and transparency initiatives. On 18 June 2013, Cayman reinforced its commitment to accepted global advancements against tax evasion, and published an Action Plan for response to new guidelines designed to prevent the misuse of legal structures, such as companies and trusts, and which include provisions relating to improved transparency of beneficial ownership.

In Re: FIA Leveraged Fund the Cayman Islands Court of Appeal ('CICA') had to consider what should happen when a fund's contract documents are not sufficiently clear on the procedures and means by which a redemption can be made. The issue was the right of the fund to meet a redemption request by a payment in kind.

Prest v Petrodel Resources Limited and others [2013] UKSC 34

Hot on the heels of VTB Capital plc v Nutritek International Corpn  (see our earlier report) is another case on the sanctity of separate corporate identity from that of the individual who owns the shares and controls the corporate activities.  In the, perhaps, slightly unlikely area of Matrimonial Law the English Supreme Court has reviewed and confirmed the very limited circumstances where separate corporate identity can be ignored.

Re: FIA Leveraged Fund

Redemption in kind

The Cayman Islands Court of Appeal's ("CICA") decision on redemption in kind in Re: FIA Leveraged Fund has been widely reported. The Court had to consider the rights of a fund to meet a redemption request by a distribution in kind. It found that unless the contract documents say otherwise, if a fund wants to meet a redemption request by distributing an asset rather than cash, then it can only use an asset which it held at the time the investor was entitled to be paid. FIA Leveraged Fund had not done so, which meant it had failed to satisfy the redemption debt and was properly wound up on the ground it was insolvent.

Microsoft Corporation v Vadem Ltd - Claim No. BVIHC (COM) 2012/0048

Imagine you are a shareholder in a BVI parent company, and you find that its Californian subsidiary has sold valuable patents on terms which you consider are suspiciously favourable. Neither the parent nor the subsidiary company is prepared to bring a claim, so what can you do?

Danka Business Systems Plc (In Liquidation), Re Also known as: Ricoh Europe Holdings BV v Spratt Court of Appeal (Civil Division) 19 February 2013 [2013] EWCA Civ 92:

A liquidator does not have to wait for a contingent claim to crystalise before making a final distribution to members. Once a contingent claim has been admitted to proof as a debt under Rule 4.86(1) of the Insolvency Rules 1986 the liquidator is only obliged to value it, taking into account the likelihood of any contingency. Once he has done so then he can proceed to make a distribution of the company’s assets.

James Samuel Jackson v James Steven Jackson and Jerome Steven Jackson - Grand Court of the Cayman Islands, Civil Division, Cause No.7 of 2012 4 and 16 April 2013

In a recent case before the Cayman Islands Grand Court in Chambers, the Chief Justice was faced with a Plaintiff who had applied for and obtained a default judgment based on a Statement of Claim which was filed "in deliberate and flagrant breach of an order of the Court" and "served outside of the deadline imposed by an order of the Court".

Global Torch Ltd v Apex Global Management Ltd. and others [2013] All ER (D) 159

A winding up petition was recently presented in the Grand Court of the Cayman Islands which had all identifying features obscured.  There are very limited circumstances when any Court will allow parties before it to keep commercial matters private.

With the recent praise for the Islands' "robust and transparent" legal and regulatory regime in the Organisation for Economic Co-operation and Development's (OECD's) latest Global Forum Peer Review report, it is worth remembering the reasons behind the Islands' success as a financial centre.

Wuhan Guoyu Logistics Group Co Ltd v Emporiki Bank of Greece SA UK Court of Appeal (Civil Division)

In December last year the UK's Court of Appeal looked at whether a guarantee provided by a bank in connection with installment payments on the construction of a ship was in fact what it had been called - a guarantee - or whether it was an on-demand bond.

Death and Taxes are certain - but  not for Cayman! 

Cayman has always been known for two things: its amazing Seven Mile Beach and being the fifth largest financial centre in the world (to the tourists, it's the place with all of those banks!).  Its recognition as a renowned financial centre is well established with key players in the global financial industry.  Much of this is attributed to the 'brick and mortar' of the professions...

Navig8 Pte Ltd v. Al-Riyadh Co for Vegetable Oil Industry [2013] EWHC 328 (Comm)

A Singaporean company ("Navig8") had applied in the UK to serve proceedings in Jordan for an anti-suit injunction, to stop proceedings brought against it by a Jordanian company ("Al-Riyadh") and for equitable damages. It had also applied for negative declarations that it was not a party to certain bills of lading, and therefore it had no liability to Al-Riyadh. It was given permission to serve proceedings in Jordan in respect of the negative declarations only, and Al-Riyadh appealed.

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Real Estate Agents and Property Developers have until 29 May 2019 for AML Registration...

A Special Notice published by the Cayman Islands (‘Cayman’) Department of Commerce and...


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