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Carey Olsen | September 2022

The Proposed VASP Bill primarily: (i) defines the virtual assets activities that require registration; (ii) prescribes the criteria for a virtual assets service provider (“VASP”) to register; (iii) sets out the ongoing requirements and obligations of VASPs; and (iv) specifies the enforcement and general powers of the Commission as well as the penalties for contravening or failing to comply with, a provision of the Proposed VASP Bill ...

Carey Olsen | September 2022

The Jersey Retail Price Index (“JRPI”), the main measure of inflation, was 7.9% higher in June 2022 than it was 12 months before - the highest rate of increase seen since 1992. 1 The next JRPI is due to be released in October 2022 and further significant increases are expected. Such a hefty rise in inflation is concerning – it is inevitable that people will suffer from a worrying financial squeeze ...

Carey Olsen | September 2022

Any dog owner whose hound has ever become stuck down a rabbit hole will appreciate the aphorism, “Never get into anything you don’t know how to get out of”. Like a rabbit hole, getting out of the insurance business tends to be less straightforward than getting in. For that reason, specialist “run-off” carriers offer exit solutions to insurers who have ceased writing new business ...

Carey Olsen | September 2022

On 1 April 2022, the Qualifying Asset Holding Companies (“QAHC”) regime, the latest innovation in the UK’s corporate tax landscape, came into effect for UK tax resident companies. Meanwhile in the EU, the European Commission has announced it will be introducing the anti tax-avoidance directive (“ATAD 3”) aimed at EU resident holding companies claiming benefits under double tax treaties and due to come into effect on 1 January 2024 ...

Carey Olsen | September 2022

Summary Carey Olsen is pleased to have supported government in the development of the LLC Law, which demonstrates Jersey’s continuing status as a leading international financial centre, and has been prepared following initial discussions with various stakeholders including Jersey Finance. It also follows the recent introduction of LLCs to both the Cayman Islands and Bermuda ...

Carey Olsen | September 2022

At the time, most captive owners (and their advisers) were attracted by Bermuda's perceived economic, social and political stability, its strong infrastructure, its close proximity to New York and a legal system that tended to follow the English common law and provided for an ultimate right of appeal to the Privy Council in the U.K ...

Carey Olsen | September 2022

In Butler-Sloss and Ors v Charity Commission for England and Wales and Anor,[1] the England and Wales High Court (the Court) blessed the charity trustees’ decision to adopt investment policies that restricted investments to those aligned with the charities’ purposes, thereby excluding many potential investments. In so doing, the Court provided clarification regarding Harries v Church Commissioners for England ...

Carey Olsen | September 2022

One of the main rationales for using a cash box structure is that equity securities issued by PLC are issued for a non-cash consideration so that the statutory pre-emption provisions set out in the UK Companies Act 2006 do not apply. The issue can therefore take place without the timing implications of seeking shareholder approval to disapply the pre-emption rights or conducting a pre-emptive issue ...

Carey Olsen | September 2022

One of the main rationales for using a cash box structure is that equity securities issued by PLC are issued for a non-cash consideration so that the statutory pre-emption provisions set out in the UK Companies Act 2006 do not apply. The issue can therefore take place without the timing implications of seeking shareholder approval to disapply the pre-emption rights or conducting a pre-emptive issue ...

Carey Olsen | September 2022

What is the intention of the new regime? By replicating and improving upon successful asset holding structures adopted by fund managers in jurisdictions like Luxembourg, the QAHC regime is intended to bolster the UK funds industry by facilitating greater UK-based fund activities, amending certain aspects of the UK tax system which have hitherto made UK vehicles unattractive as asset holding companies ("AHCs") ...

Carey Olsen | September 2022

Directors Publicly available names of directors In 2016, the BVI Business Companies Act, 2004 introduced a requirement for all BVI companies to file the names of directors with the Registrar of Corporate Affairs (the “Registrar”). To date, the contents of the private register of directors have not been available for inspection by the public ...

Carey Olsen | August 2022

The decision will be relevant for parties seeking to bring claims in the BVI courts where there are competing jurisdictions and systems of law at play. Funders and ATE insurers will also find the decision of interest where they are considering the merits of funding cross-border claims involving BVI defendants. A copy of the judgment is available here.  Background WWRT had commenced proceedings in the BVI against Carosan, a BVI company, and BK, a Ukrainian businessman ...

Carey Olsen | August 2022

AML/ATF and Sanctions The Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 require the Bermuda regulated sector and relevant persons to put in place policies and procedures in order to prevent activities related to money laundering and terrorist financing and to apply enhanced customer due diligence to high-risk jurisdictions ...

Carey Olsen | August 2022

The current regime Under the current regime in the Cayman Islands, the only option for a company to obtain a moratorium on claims, and to benefit from what is often seen as necessary breathing room to explore a restructuring, is for a winding up petition to be issued against the company and for the company to be placed into provisional liquidation, with provisional liquidators (JPLs) appointed over the company on a light-touch basis with the mandate to explore a restructuring of the company&r

Carey Olsen | July 2022

Prior to the Amendment Prior to the Amendment coming into effect, a person carrying out investment business in or from Bermuda was required to be licensed under the IBA unless they were excluded in accordance with the provisions the IBA or exempt pursuant to the Investment Business (Exemptions) Order 2004 (2004 Order).  Investment business was defined in the IBA as the undertaking of a relevant activity (i.e. dealing or advising on) in respect of an investment (i.e ...

Carey Olsen | July 2022

OECD's minimum global corporate tax The most significant recent development in the arena of taxation internationally must be the Organisation for Economic Co-operation & Development's (the OECD) members' agreement in late 2021, to ensure that multinational enterprises (MNEs) with global revenue above EUR 750 million will be subject to a 15% tax rate ...

Carey Olsen | July 2022

NotPetya Cyber-attack In June 2017, data-destroying malware called NotPetya, which has since been attributed to Russia’s military intelligence agency, infected hundreds of organizations in dozens of countries causing an estimated $10 billion in losses ...

Carey Olsen | July 2022

What is a JCT contract? A JCT contract is a standard form of building contract produced by a UK body known as the Joint Contracts Tribunal. The JCT is comprised of seven members who represent a wide range of interests in the building sector from contractors, architects, and surveyors. The documents produced by the JCT are intended to standardise construction contracts with a view to reducing the time taken to negotiate the documentation ...

Carey Olsen | July 2022

In the meantime, many individuals and families with significant wealth have seen their fortunes grow considerably despite these crises. In this environment, misassumptions may readily run rife ...

Carey Olsen | June 2022

The Guernsey Housing Association has recently advised that there are currently more than 500 people on the waiting list for affordable housing. Affordable housing is housing that is reserved for certain groups of people whose needs are not met by, or cannot afford to rent or buy property in, the private market ...

Carey Olsen | June 2022

Bermuda remains a preferred jurisdiction in which to establish and maintain trusts (and increasingly, family offices). Bermuda's Courts and regulatory regime carefully balance privacy with the objective of maintaining appropriate regulation to preserve Bermuda's stellar reputation as a premier international financial services jurisdiction ...

Carey Olsen | June 2022

Purpose of the new legislation The new legislation is intended to achieve three objectives, to:   promote accountability, integrity and public confidence in the administration and management of the charitable sector in Guernsey; meet international standards aimed at preventing the third sector from being abused for criminal purposes; and  give comfort to donors that their donations will be used to achieve the purposes of the charity ...

Carey Olsen | June 2022

The section 238 appraisal process under the Companies Act [1] in the Cayman Islands is a vital safeguard designed to protect minority shareholders' economic interests. When there is a merger or consolidation involving at least one Cayman company under Part XVI of the Companies Act, a dissenting shareholder may demand payment of the “fair value” in respect of all his shares ...

Carey Olsen | June 2022

Having been asked to manage restrictions on mobility, changes in investment portfolios, and risk appetite and to consider more closely matters of mortality and succession, many family offices have found themselves in uncharted territory ...

Carey Olsen | June 2022

Contents Please click on the links below to jump to the relevant section: What are the key features of a PCC? Who can be a PCC? Incorporation of a PCC Separation of assets Attributing liability and recourse against assets Information obligation Transferring cellular assets to third parties Arrangements between cells affecting cellular assets Conversions Liquidation of a PCC Administration of a PCC Receivership of cells in a PCC Tax Foreign recognition Essentially, a PCC consi

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