Financial and corporate
Investment funds
Attorneys report a noticeable increase in both deal work and funds formation, especially over the past six or seven months. Cheaper lending, the return of equity investors, and a "reorganisation of the players" are all favourable influences on the market. "Companies like Goldman, JPMorgan, UBS, Citibank, and RBS have seen the opportunity and are all coming back," notes one attorney. "Deals are straightforward and structured better. It used to take three months to complete them; now it takes six."
Another important signal that the economy is improving is the return of collateralised loan obligations (CLOs), which were hit hard by the 2008 crisis. As the SPVs (Special Purpose Vehicles) that buy the loans put out by the middle market, these are significant to economic recovery.
M&A activity has also been picking up steadily. "A lot of merging within the investment management industry has created a far better spread of talent," notes one source. Market feedback indicates that the adoption of the Companies (Amendment) Law 2009, which introduced a statutory provision for merging two entities that does not require cumbersome and costly court approval, has played a positive role. Additionally, the Companies (Amendment) Law 2011, which came into effect in April, was introduced to make the jurisdiction more attractive to international businesses. It provides increased flexibility and clarity, as well as codifying some existing common law practices.
Most of the work remains driven by US-based multinationals. However there has been a significant uptick in incorporations and structuring coming out of Asia, especially Hong Kong and China, with other emerging economies continuing to grow in importance and influence.
The Cayman Islands is a world leader for the establishment of offshore funds, with 75% of the world's hedge funds registered there. About 1111 new funds were registered in 2010, of a total of almost 9500. Private equity fund formation in particular has been turning around to such an extent that one attorney notes, "The formation of hedge funds is back to pre-bubble level."
The Cayman Islands continues to be very active in entering into Tax Exchange Agreements and as of going to press had signed them with over 20 countries, including all of the G8. Lawyers report that regulatory authorities are keen to increase that number.
"In general, things are moving along nicely in an upward motion," concludes one partner. "Still, it will take us an enormous amount of time to get back to pre-crisis levels, although I'm not sure we want to because the market was so over-leveraged."
Maples and Calder
Maples and Calder is the largest law firm in the Cayman Islands, with offices in Dubai, Hong Kong, London and Dublin, as well as the British Virgin Islands. In 2010, the firm captured a significant share of the market in funds formation and finance and corporate work, creating what one competitor refers to as, "increasing clear water" between it and its closest rivals....
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Maples and Calder is the largest law firm in the Cayman Islands, with offices in Dubai, Hong Kong, London and Dublin, as well as the British Virgin Islands. In 2010, the firm captured a significant share of the market in funds formation and finance and corporate work, creating what one competitor refers to as, "increasing clear water" between it and its closest rivals. Another peer says if the firms were to be given grades, "Maples would get an A+."
Clients also praise the firm. "I wouldn't use another firm," remarks one long-term banking client. "They have the ability to understand different clients, their attitudes and sensitivities. They don't have to be reminded." Another patron adds that the firm is "excellent at coming to commercial solutions, even before the laws have been put in place".
In a 2010 financing transaction that reopened the aviation warehouse portfolio financing market, Maples and Calder acted for Avolon in the establishment of a $400 million warehouse facility. This involved creating a Cayman Islands incorporated, Irish tax-resident structure that minimised bankruptcy risk and provided tax treaty and Cape Town Convention access. Negotiations began in late 2009, and the deal closed in the second half of 2010.
Maples has assisted with a slew of confidential hedge fund launches including the largest of 2010. The firm also acted for the China New Economy Fund in the establishment and listing of a closed-ended corporate fund on the Hong Kong Stock Exchange during 2010. In 2011, Maples acted for the US private equity firm Clayton Dubilier & Rice in a transaction valued at $3.2 billion, relating to its acquisition of Emergency Medical Services through special purpose vehicles (SPV).
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Leading lawyers
Jonathan Caulton
Simon Firth
Jon Fowler
Iain McMurdo
Alistair Robertson,
Mourant Ozannes
Mourant Ozannes continued its post-merger expansion in Cayman last year taking on partners Simon Palmer from Maples & Calder and Robert Duggan from Walkers. In addition Julian Fletcher was promoted to the partnership....
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Mourant Ozannes continued its post-merger expansion in Cayman last year taking on partners Simon Palmer from Maples & Calder and Robert Duggan from Walkers. In addition Julian Fletcher was promoted to the partnership. These moves, in addition to the wide network established by the merger, will no doubt help the firm to expand in the offshore centre.
The financial & corporate team is led by Richard de Basto, who also had a hand in some of the firm's largest deals last year.
The team has a clear strength in bank side mandates and this was demonstrated by the firm's deal list from the last 12 months. In one example, de Basto acted for Deutsche Bank on a $2 billion securitisation of an emerging market utility company and he also advised BNP Paribas on its funding of a global fund management group.
On the corporate side, Neal Lomax acted for Centennial Partners on its acquisition and reorganisation of a US fund manager.
Lomax also heads the funds team at the firm and has had a hand in several of the firm's key matters in the last year. In one example, which saw him acting alongside the newly promoted Julian Fletcher, he acted for Canadian fund manager Polar Securities on the establishment of several new funds and the restructuring of others. In a similar deal, the pair advised The Sentient Group as it established several new private equity funds.
James Wauchope was also kept busy and acted for Franklin Templeton Investments over the establishment of several new funds.
In an Islamic finance linked deal, Wauchope also acted as Cayman counsel to Bahrain based investment management firm The Family Office in connection with several new fund structures some of which are shariah-compliant.
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Leading lawyers
Richard de Basto
Neal Lomax
James Wauchope
Ogier
In April 2011, Ogier opened an office in Shanghai, further expanding a worldwide network that includes Bahrain, BVI, Guernsey, Hong Kong, Ireland, Jersey, London and Tokyo. The firm now employs over 140 people in its Cayman office, which focuses on banking and finance, corporate and commercial and investment funds....
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In April 2011, Ogier opened an office in Shanghai, further expanding a worldwide network that includes Bahrain, BVI, Guernsey, Hong Kong, Ireland, Jersey, London and Tokyo. The firm now employs over 140 people in its Cayman office, which focuses on banking and finance, corporate and commercial and investment funds. The firm's client base includes 42 of the top 100 hedge funds.
Peter Cockhill was named Cayman managing partner in November 2011 and Andrew Morehouse was made partner in February 2011. The firm made two new corporate partners in 2010 - Nick Rogers and Angus Davison.
The market had mixed opinions about the firm's current standing. One competitor notes, "Ogier has definitely earned its place in tier two" though another has a different take, claiming that over the last year "they've run out of steam".
Last year, the team acted for a Cayman investment fund in relation to the sale of a majority interest in its investment manager, Gavea Gestao de Patrimonio, by JPMorgan Investimentos e Financas, a subsidiary of JPMorgan Chase. The acquisition of the majority interest is valued at $800 million.
Over the course of the year, Ogier also acted on behalf of The Bank of Nova Scotia in connection with the acquisition of the business of BNP Paribas wealth management Cayman Islands branch, advising on all aspects of the acquisition, including drafting transaction documents and advising on all related Cayman regulatory issues.
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Leading lawyers
James Bagnall
Colin Berryman
Peter Cockhill
Bradley Kruger
Mark Santongeli
Walkers
Walkers is an international firm with offices in the British Virgin Islands, Delaware, Dubai, Dublin, Hong Kong, Jersey, London and Singapore. The firm's Cayman practice has been active in corporate finance and funds throughout 2010-2011....
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Walkers is an international firm with offices in the British Virgin Islands, Delaware, Dubai, Dublin, Hong Kong, Jersey, London and Singapore. The firm's Cayman practice has been active in corporate finance and funds throughout 2010-2011. The Cayman team of 45 lawyers includes 14 partners, who focus on corporate and international finance law, with an emphasis on investment funds, capital markets and structured finance. Walkers also has one of the leading hedge fund and private equity funds practices in the Cayman Islands.
Of partner Philip Paschalides, who heads the Cayman corporate and finance practice, one client remarks: "He has a very clear understanding of the documents and the law. I trust his analysis and he's very willing to explain things." Another client, who has worked with the firm for over a decade, says he is "very satisfied with their work" and gives Nicole Pineda, now a partner at the firm, "the highest grade". Pineda was one of four Walkers Cayman Islands attorneys promoted to partner in the summer of 2011. She was joined by former senior counsel Rob Jackson, who focuses on finance and corporate matters, and funds lawyers Julian Ashworth and David Marshall.
Walkers' banking team is known for representing both the borrower and lender for US and European banks as well as corporate, private equity and hedge fund borrowers. The firm has done a high volume of transactions using Cayman structures for the financing and leasing of commercial aircraft, corporate jets, commercial vessels and private yachts. Walkers also acted as Cayman counsel on over $10 billion of debt issued by the Brazilian oil giant Petrobras' finance subsidiary, Pifco, in 2010 and 2011 alone. This figure includes the largest ever corporate bond offerings by a South American company in the international markets.
The firm was also active on financing transactions involving hedge funds and private equity funds in 2010, acting for approximately 70% of the Private Equity International Top 50 private equity houses.
Highlights included acting for Pacific Century Group on Cayman Islands aspects of its purchase of AIG's investment advisory and asset management business, now known as PineBridge Investments, in a deal that closed in March 2010.
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Leading lawyers
Rolf Lindsay
Andrew Miller
Philip Paschalides
Nicole Pineda
Caroline Williams