Financial regulator: The British Virgin Islands Financial Services Commission
IFLR1000 ranking categories for this jurisdiction:
The British Virgin Islands (BVI) is an overseas territory of the United Kingdom, and its well-respected legal system derives heavily from that of the UK. It is a tax haven, with essentially no taxation except for real estate taxes and a payroll deduction shared by individuals and employers for salaries over $10,000. Hence the BVI is a popular jurisdiction for corporate and funds transactions involving specialised and innovative vehicles, structures, and products. The territory is home to sophisticated financial law firms whose partnerships are largely made up of lawyers trained in the UK, Australia, New Zealand, Canada, and the United States, among other countries.
The BVI’s reputation as a relatively laissez-faire jurisdiction is undiminished following the passage of the Legal Professions Bill in March 2015. This statute established a seven-member Virgin Islands General Legal Council, with oversight of bar admissions, ethics, and disciplining of lawyers found guilty of professional misconduct. Supporters of the bill see it as a victory for transparency and professionalism, while critics take issue with an allegedly discriminatory provision requiring UK-trained lawyers, including BVI natives who attend law school in the UK, to practice law for five years before admission to the BVI bar.
The legal market of the BVI has grown dramatically in tandem with the jurisdiction’s popularity for doing corporate, capital markets, funds, and structured finance deals. Only one of the BVI’s large multijurisdictional corporate law firms, Harneys, originated in the BVI, in 1960. Harneys’ competitors are offices of Channel Islands or Cayman Islands-based law firms that merged with small local ones or set up their own BVI outposts. These include Harneys’ leading rival in the jurisdiction, Conyers Dill & Pearman, which arrived in 1996, as well as Walkers (2001), Maples and Calder (2004), Appleby (2005), Ogier (2007), and Mourant Ozannes (2012).
The partnerships of BVI firms tend to include lawyers with a cross-border transactional practice, as befits legal professionals in a jurisdiction at a nexus of the global funds and structured finance markets. Lawyers at Harneys and other firms assist client seeking to make investments in the emerging markets of Africa and Latin America using offshore finance vehicles. The lawyers are sensitive to clients’ need for offshore vehicles that help draw foreign direct investment to a given market while preserving an exit strategy for the investors. The BVI is also increasingly popular for aviation finance and aircraft registration.
The BVI is a unique place. There are obvious advantages to doing transactions there, but it is not uncommon to hear lawyers who have worked in both the Cayman Islands the BVI say that the latter’s social infrastructure is underdeveloped in comparison, and government officials may not respond promptly when a permit or signature is needed. But exciting developments are afoot. Further liberalisation of the rules, and more innovative structures and products, are on the horizon as confidence in vehicles once associated with rampant speculation continues to make its way back.
One of the most recognisable names among offshore law firms, Appleby has a tier two rated financial and corporate practice and a tier three investment funds team.
Offshore jurisdictions like BVI have drawn a lot of interest from the emergent cryptocurrency sector, and Appleby has been quick to adapt to the new market. The firm handled multiple transactions related to the cryptocurrencies, including the launching of a crypto-asset closed fund by client Crypto Assets Management.
Another highlight deal for Appleby’s came in connection with CVC Capital Partners’ acquisition of the TMF Group. Appleby represented CVC Capital with regards to regulatory aspects of the deal.
Debt for equity conversions also provided an important source of business for Appleby over the past year.
The firm’s key clients in this research period included Nordic Trustee and Corporación Interamericana para el Financiamiento de Infraestructura (CIFI).
"Very responsive and cost-efficient." - M&A, restructuring and insolvency
"Responsive, applied, client objective conscious, reliable." - M&A
Carey Olsen ranks in the fourth tier for financial and corporate work. The firm worked on a number of M&A and financing deals with clients from an array of countries, including several from Sub-Saharan African jurisdictions.
One highlight for the firm came from representing African mobile telecommunications operator Africell Holdings on obtaining credit facilities. The proceeds were intended to fund Africell’s expansion across Sub-Saharan Africa.
Another deal that the firm handled related to Sub-Saharan Africa came in connection with Cora Gold’s listing on the LSE’s AIM. Carey Olsen advised BVI-incorporated Cora Gold on the listing, the proceeds of which were to be used for the company’s Sanankoro mining project in Mali.
In another deal related to the mining sector, Carey Olsen represented Sloane Energy Group in connection with an assignment agreement acquired by Red Leopard. The memorandum of understanding (MOU) allows for Red Leopard to acquire the La Luna coal mining project in Colombia.
One of the firm’s other key clients was Advanced Idea Holdings.
"Great litigation strategy advice. Very good at advising insolvency practitioners in managing risk factors in insolvency appointments. Availability and responsiveness is a major strength and an area which I value highly." - Restructuring and insolvency
"Always very responsive. Can be relied upon to provide a pragmatic solution to move a deal forward. Strong commercial awareness and sound sector expertise." - M&A
"Extremely responsive and easy to deal with. Willingness to act as an extension of the lead firm. Solid legal advice. Well respected." - Banking
“Strong focus on client care, understands and anticipates the needs of clients and their advisors. Highly proficient in all areas of corporate law, knowledgeable, and inspires confidence.”
“Very responsive, provides good robust legal advice, and commercial.”
Conyers Dill & Pearman is an undisputed leader in the legal market. The firm places in the first tier for both its financial and corporate and investment funds practices.
Conyers’ team worked on a number of large capital markets deals on both the debt and equity sides. In one highlight, Conyers represented Argentinian online travel company Despegar on its IPO on the NYSE.
As would be expected for Conyers, the funds team was highly active over the course of the past year. One highlight for the group came in connection with the formation and final closing of Adler Kawa Fund III.
The corporate group also handled several high-profile M&A deals, including Suez’s acquisition of General Electric’s water and process technologies group. Conyers represented General Electric on the sale.
Some of the firm’s additional key clients included Major League Baseball, JP Morgan Securities and Ace & Company.
"Able to deliver efficient and high quality work." - Banking
Offshore firm Forbes Hare places in the fourth tier for both its corporate and investment funds practices.
The firm picked up work in connection with Toys R’ Us’ bankruptcy restructuring, one of the most high-profile recent retail industry restructurings. Forbes Hare advised Wilmington Savings Fund Society, a security trustee, in relation to the proceedings.
Another of Forbes Hare’s recent key clients was NQ Minerals.
Harneys is a leader in the jurisdiction, ranking in the top tier for both its corporate and funds practices.
Harneys’ team advised issuers with regards to a number of significant debt offerings, including client and Hong Kong-listed property developer Guangzhou R&F Properties’ issuance.
The funds group was incredibly active over the past year, but much of the team’s work remains confidential.
The corporate group also worked on some sizeable M&A transactions, such as Starwood Capital’s acquisition of a 30% stake in hotel business YOTEL. Harneys represented Starwood Capital on the deal.
Harneys’ funds team added Nadia Menezes as counsel from Appleby and Rob McIntrye as counsel from Lennox Paton.
ACWA Power and TDH Holdings were two other important clients for the firm recently.
"Very user-friendly and practical in the nature of their advice. All attorneys are responsive and knowledgeable in their respective fields. Great option for more cost-conscious clients." - Investment funds, regulatory
"I have found Harneys to be an excellent law firm to deal with." - M&A
Maples & Calder is also one of the top firms in BVI, placing in the first tier for both its financial and corporate and investment funds practices.
Maples & Calder’s team represented issuers in connection with several significant debt and equity capital markets offerings. From the debt capital markets side, a standout deal for the firm came from client Gerdau Trade’s bond offering. On the equity side, one highlight came from advising Biohaven Pharmaceuticals on its NYSE IPO.
As is normally the case, Maples & Calder’s funds group was kept busy with a number of large transactions over the past year, which are confidential.
The corporate group also saw some M&A work from the mining sector: the firm advised Rio Novo Gold on its acquisition by Aura Minerals.
Two of Maples & Calder’s other most important clients recently were Arcos Dorados and Stoneway Capital.
"Recommended firm in the BVI. Reliable and responsive." - Banking
"He is a very efficient lawyer with a practical, client-focused approach. He goes the 'extra mile' on transactions."
Mourant Ozannes places in the third tiers for both its financial and corporate and investment funds practices in BVI.
The firm’s team is especially adept at financing transactions and handled several important deals this past year. Among the highlights was a real estate financing provided to Henglida Investments for a property in London. Mourant advised the Industrial and Commercial Bank of China in connection with the financing.
Another highlight for the firm came from the project financing for the development of Quantum Group’s Sendou power project in Senegal. Mourant represented investment management firm GemCorp on the financing.
HSBC Bank, Deutsche Bank and Whitebox Advisors were some of Mourant’s most important clients from over the research period.
"They are always responsive, knowledgeable and price appropriately." - Banking
"They are very strong from a corporate and a litigation perspective." - Investment funds, M&A, regulatory
"Mourants provide a very thorough service and always provide sound, practical advice." - Restructuring and insolvency
Jersey-headquartered Ogier has been active in BVI since 2007, and in that time has established itself as an important player in the jurisdiction’s competitive legal market. The firm’s corporate and investment groups rank in the third tier.
Ogier’s corporate group demonstrated its range of the variety of deal types it handled this past year, among them Toys R’ Us’ highly publicised Chapter 11 bankruptcy restructuring. Ogier’s advising Toys R’ Us on the proceedings.
In the capital markets space, Ogier represented the majority owner with regards to Bakkavor’s IPO on the LSE. Bakkavor is a prepared foods supplier.
The firm also worked on several notable M&A deals, including advising Suez on its acquisition of General Electric’s water and process technologies group.
Some of Ogier’s other key clients were Seven Energy International, Pacific Special Acquisition Corporation and HSBC.
Headquartered in and primarily associated with the Caymans, Walkers has continually expanded and improved its BVI office over the years. The firm ranks in the first tier for its corporate practice and is the lone member of the second tier for its investment funds practice.
The technology sector was a big focus for Walkers’ corporate team over the past year, including ridesharing applications. In one highlight, Walkers represented Chinese ridesharing company DiDi Chuxing on its acquisition of Brazilian ridesharing application 99 Taxis.
The corporate group also advised Uber Technologies in connection with an offer from non-employee investors to purchase shares of its preferred stock.
In another highlight M&A deal, Walkers represented Total in connection with its acquisition of Maersk Oil. Total is based in France and Maersk in Denmark.
Walkers’ corporate team added partner Patrick Ormond from Carey Olsen and senior associate Jude Hodge from Mourant Ozannes.
Walkers’ financial and corporate practice moved up into the first tier from the second tier this year.
JPMorgan Chase Bank, Goldman Sachs and Natixis were other important clients for Walkers’ BVI office over the past year.