Ogier Legal Services. ogier.com. An introduction to working with us

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1 An introduction to working with us British Virgin Islands Cayman Islands Guernsey Hong Kong Jersey Luxembourg Shanghai Tokyo

2 An introduction to Ogier provides legal advice on BVI, Cayman, Guernsey, Jersey and Luxembourg law. We operate in eight jurisdictions in key financial centres and have a presence in the BVI, Cayman, Guernsey, Hong Kong, Jersey, Luxembourg, Shanghai and Tokyo. Law firms and corporate clients alike praise Ogier s lawyers for their technical expertise and their proactive, responsive approach to transactions The Lawyer We are a full-service law firm. Legal services for the corporate and financial sectors form the core of our business, principally in the areas of banking and finance, corporate and commercial, investment funds, dispute resolution, private equity and private wealth. We also have strong practices in the areas of performance and reward management, employment law, regulatory, restructuring and insolvency and property. We offer clients the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost effective services to all our clients. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies enables us to add real value to our clients businesses. Our aim is to provide the highest-quality legal advice and professional client service across all jurisdictions and service lines. Jurisdictions/Laws British Virgin Islands (BVI) BVI Law Cayman Law Guernsey Law Jersey Law Luxembourg Law * Our Hong Kong office offers BVI, Cayman, Guernsey and Jersey legal services in the Asian time zone. ** Our Shanghai and Tokyo offices are representative offices of Ogier. Cayman Islands Guernsey Hong Kong Jersey Luxembourg Shanghai Tokyo** 2 3

3 Why use Ogier? Banking and Finance We are focussed on providing our clients with outstanding project management and client service as well as technical expertise. It is important that we understand and always meet client needs and expectations. Our market leading Banking and Finance team advises on all areas of banking regulation, transaction documentation, security and the establishment and operation of banking institutions in the BVI, Cayman Islands, Guernsey, Jersey and Luxembourg. Quality service We offer clients the knowledge and expertise to handle the most demanding and complex transactions. We pride ourselves on being able to provide expert, efficient and cost effective services to all our clients and measure our success through a client feedback programme. We will listen and respond to your requirements Our technical expertise, commercial understanding and experience of working with many of the world s leading financial institutions, professional advisers and regulatory bodies mean that we can offer bespoke and tailored solutions. A strong, consistent team Our team will work in partnership with you and add real value to your business. Our services are carried out by leading professionals who are dedicated to providing exceptional quality work. We are available when you need us and where you need us We offer fast access to a range of international structuring options across our network of offices and all timezones. We offer an accessible, flexible and commercial approach to your business needs. Review and drafting of banking documentation including standard banking documents, lending and security documents, and opinions Advice on financing structures involving entities established in the BVI, Cayman Islands, Guernsey, Jersey and Luxembourg (including, asset finance, structured finance and real property holding structures) Establishment and operation of banking operations in the BVI, Cayman Islands, Guernsey, Jersey and Luxembourg Sale and acquisition of banking operations in the BVI, Cayman Islands, Guernsey, Jersey and Luxembourg Ongoing regulatory and compliance advice General banking legal advice, including data protection and confidentiality Set off and netting advice Advice on restructuring and insolvency and enforcement matters Advice on debt listing and other securities on the Cayman Islands Stock Exchange (CSX) and the Channel Islands Securities Exchange (CISE) Counsel to the International Swaps and Derivatives Association (ISDA) and the International Capital Market Association (ICMA) in Guernsey and Jersey and to the Bank of England s Securities Lending and Repo Committee (SLRC) in Jersey. They were responsive, very commercially minded and very supportive and I think that they were fairly priced. From my evaluation of them, I thought they were highly skilled. Everyone else you have to beg and plead and you have to pay them too much, but with Ogier they just do it and do it well Acuigen Survey 4 5

4 Corporate and Commercial Our Corporate and Commercial team has extensive experience in advising on the establishment of many forms of domestic and cross-border corporate vehicles and partnerships. Members of the team advise clients across all sectors of industry, with particular experience of working with leading organisations in the finance, natural resources, healthcare, infrastructure, real estate, technology, utilities and insurance sectors. Private placements Initial public offerings and other public offerings Jersey holding companies Mergers and acquisitions including takeovers and schemes of arrangement Re-organisations Joint ventures Disposals Commercial contracts Jersey Property Unit Trusts Competition law Migrations of companies Insurance and captive insurance Channel Islands Securities Exchange debt and equity listings. The client service that I have received from Ogier has been outstanding. I have been really impressed with the quality of their legal advice both on a technical and commercial basis Acuigen survey 6 7

5 Dispute Resolution Investment Funds Our Dispute Resolution team advises on the technical, strategic and procedural aspects across the spectrum of contentious issues and disputes which arise in an offshore environment. Our Investment Funds team provides international legal advice on fund formation, structuring, regulation and ongoing advice to investment funds, managers and intermediaries. Our team provides specialist local and multi-jurisdictional advice on a broad range of areas, including commercial dispute resolution (encompassing corporate disputes as well as cross-border fraud and asset tracing and enforcement) and contentious local and cross-border trust, insolvency and regulatory issues. Team members are specialists in their fields and offer high quality professional legal advice on contentious issues. Working closely with our non-contentious team we offer a seamless service across the whole spectrum of trust and private client legal services through our Trusts Advisory Group (TAG). Commercial disputes - including fraud and asset tracing claims and enforcement of foreign judgments Corporate disputes - claims against directors, shareholder disputes Contentious trusts - breach of trust claims, administrative applications Insolvency and restructuring - winding up and cross border insolvency applications, restructuring applications Financial services disputes - including contentious funds, banking and insurance claims Employment advice Contentious regulatory advice - including regulatory investigations and enforcement, proceeds of crime. Ogier is a recognised listing agent for the Cayman Islands Stock Exchange (CSX) and the leading listing agent for the Channel Islands Securities Exchange (CISE). Fund establishment Structuring and restructuring advice Regulatory and corporate governance advice Ongoing advice to fund managers and promoters Listings and continuing obligations Fund liquidation. We advise investment managers throughout the world on all types of funds, including open-ended funds, closed-ended funds, hybrid funds, single investor funds, private equity funds, hedge funds, real estate funds, mezzanine funds, alternative investment funds and structured product funds. Our global Investment Funds team has an international reputation for providing a first-class service across a wide spectrum of structures. We have been involved in some of the most noteworthy investment fund transactions completed in our jurisdictions. Our lawyers are highly ranked in leading legal directories and by industry commentators and we consistently win a number of investment fund related awards. 8 9

6 Private Client and Trusts Private Equity We cater for the needs of trustees, fiduciaries, settlors, beneficiaries and family offices whether the wealth structure has been established for succession, asset protection, tax efficiency, family governance or confidentiality. Our global Private Equity team provide a full spectrum of services to private equity houses and their advisers, intermediary law firms, as well as private equity, real estate and mezzanine managers. Our team of lawyers work together across many offshore jurisdictions to deliver a discreet and professional service that robustly meets our clients needs. Trust drafting and establishment Trust advice Charitable and non-charitable purpose trusts BVI VISTA trusts Cayman STAR trusts Guernsey foundations Jersey foundations Corporate advice to underlying structures Private trust companies Performance & reward management Regulatory Family Office. Our highly regarded team has in-depth knowledge of trust issues, which allows us to provide exceptional client service, focusing on providing flexible and practical solutions and guidance on choosing the most effective jurisdiction. Our contentious trusts team can also help to resolve disputes concerning trusts and foundations, should the need arise. Through our Trusts Advisory Group (TAG) we offer a seamless contentious and noncontentious advisory service. We have maintained a leading reputation in the market place and our lawyers are highly ranked in leading directories and periodicals. With a presence in the four leading private equity centres, namely the Cayman Islands, Guernsey, Jersey and Luxembourg, and with industry-leading partners in each of these jurisdictions, we are well placed to service the private equity sector. We are also the only law firm to offer advice on the laws of the BVI, the Cayman Islands, Guernsey, Jersey and Luxembourg. Funds: Formation and ongoing fund operation, including regulatory advice Management/carried interest structures: management and advisory structures established in connection with funds, including carried interest structures and advice in relation to substance and AIFMD considerations Mergers and acquisitions: acquisitions and deposits made by private equity funds, including the structuring of vehicles for these purposes Listings: advice in relation to the listing of private equity real investments Real estate: acquisitions and disposals of real estate by private equity real estate funds Finance: advice in relation to borrowing by private equity, mezzanine and real estate finds Dispute Resolution: advice in relation to shareholder and investor disputes Directorship services: the provision of directors to private equity funds. Our team has a long track record of advising private equity clients on a wide range of transactions, and we have been involved in some of the most noteworthy private equity deals completed in our jurisdictions. We work with a wide range of private equity firms and their advisors and focus on creating value for clients by providing effective and efficient technical advice and a seamless cross-border service. Many of our lawyers are ranked highly as leading individuals in the key legal directories. We have also achieved Tier 1 status for various service lines relating to the private equity sector

7 Regulatory Other legal services Our Regulatory team offers advice and solutions within the key jurisdictions in which we operate. Regulatory requirements are increasingly becoming more complex and can create significant challenges for all regulated businesses. We advise banks, corporates, financial institutions, investment managers, fund administrators, intermediary law firms, trust companies and private clients on regulatory issues that impact on them and their businesses in the BVI, Cayman Islands, Guernsey and Jersey. We are on hand to help businesses navigate through the regulatory environment from start up/relocation to continuing operation, expansion and business changes and, where things have gone wrong, to help provide effective solutions for businesses and key business personnel. We have long-standing and professional relationships with industry regulators including the Guernsey and Jersey Financial Services Commissions, the Channel Islands Competition and Regulatory Authorities, the Population Office and Data Protection Commissioner, the BVI Financial Services Commission and the Cayman Islands Monetary Authority. Our understanding of the business, legal and regulatory environments enables us to provide tailored advice in each jurisdiction and each sector that we serve. Anti-Bribery & Corruption Anti-money Laundering (AML) & Reporting Obligations Authorisation, Licensing & Registration Competition Cross Border Investigations and Enforcement Data protection Disclosure/Restraint Orders Financial Services Regulation (Banking, Investment Services, Funds & Trusts) Health & Safety Immigration M&A Due Diligence Support Mutual Legal Assistance (MLA) Regulatory Training & Audit Risk Management & Compliance Sanctions White Collar Crime. Restructuring & Insolvency Our Restructuring & Insolvency team, drawn from our contentious and non-contentious practitioners, offers legal advice to banks, financial institutions, intermediaries and corporates. We have extensive cross-border and international experience, advising on contentious and non-contentious offshore restructuring and insolvency matters. Refinancing and reconstruction Multi-jurisdictional restructuring Distressed funds advice Regulatory advice on restructuring Advising on the rights of secured creditors and the enforcement of security Investor/shareholder rights Schemes of arrangement, amalgamation and reconstruction Rights and duties of directors in respect of insolvency Advising on the appointment and removal of liquidators, receivers and provisional liquidators and their powers and duties while in office Compulsory and members voluntary liquidation Statutory and compulsory acquisition of shares Désastre, dégrèvement and other jurisdiction-specific insolvency procedures Obtaining court validation for trading and other disposals following the commencement of compulsory winding-up Claims against directors, auditors, fund administrators and other service providers Derivative and other shareholder actions Asset recovery. Local Channel Islands Services In addition to our core services, Ogier Legal provides further legal services from its Guernsey and Jersey offices for local Channel Islands businesses and individuals. We provide responsive, constructive and efficient client service for large and small businesses and private individuals which includes: Competition Law We advise on all aspects of the Guernsey and Jersey competition law regimes, not only where companies and businesses are being bought and sold but also where issues arise in relation to potentially anticompetitive arrangements or the abuse of a dominant position. Employment Law We provide a full range of contentious and non-contentious employment law advice which includes guidance for HR professionals and management teams within our Channel Islands client base on all aspects of Guernsey and Jersey employment law, including legal developments across the Channel Islands in this area. As part of that service we also provide advice on work and housing regulations, immigration issues and data protection, as well as on claims (or potential claims) arising in connection with employee disputes. Estate Planning We provide advice on estate planning and related services such as wills for Guernsey and Jersey residents. This includes will drafting, including establishing will trusts and advising on legitimate issues. Property Law We have a full service property law team based in our Jersey office. We are well known for executing some of the largest and most complex Jersey commercial property transactions with proficiency, accuracy and to deadline. We work for local landlords, tenants, developers and financiers as well as institutional investors. We also handle a wide range of local residential transactions ranging from the purchase and sale of the most valuable and prestigious properties in Jersey to apartments and starter homes

8 Our approach to client service Awards and industry recognition We want to add value to your business and our commercial approach demonstrates that we understand your needs. We believe that we are the only international firm to run a comprehensive client satisfaction programme. Ogier is one of the world s leading providers of international legal services and we have won many prestigious awards recognising this fact. Our feedback programme measures our levels of client service and, importantly, helps us to improve the things that we need to. We follow up on all our client satisfaction interviews and ensure that we act on the feedback we are given. Our overall satisfaction levels are high with 98.1% of clients reporting that they are satisfied. In addition, 97.3% of our clients report they are likely to recommend us and 97.3% also report that they are likely to re-instruct us. Ogier clients are satisfied with the advice that we provide with 99.6% of clients agreeing that our advice was clear. Overall our clients are satisfied that we understand their business with 96.8% of our clients recognising that we are commercially focussed and 92.5% agreeing that we are innovative in our thinking. WINNER MAGIC CIRCLE AWARDS 2013 TM 14 15

9 Contact us Information on Ogier Group and details of its regulators can be accessed via our website This brochure is printed using FSC approved paper which is sourced from well managed forests. Please recycle this brochure after use. British Virgin Islands T E bvi@ Cayman Islands T E cayman@ Guernsey T E gsy@ Hong Kong T E hk@ Jersey T E jsy@ Luxembourg T E luxembourg.legal@ Shanghai T E shanghai@ Tokyo T E tokyo@