3. The past year has been one of great challenge and opportunity. During a
period of unprecedented volatility in the global economy Harneys has
focused on meeting the evolving needs of our clients and as a result saw
the expansion of several key practice areas. Despite the economic
slowdown we have made significant progress on several strategic fronts
including that of adding a new jurisdiction to our practice.
In 2009 we extended our global reach to include Cyprus and were delighted
to welcome Pavlos Aristodemou, Demetris Loizides and Emily Yiolitis to the
firm’s partnership. We believe the addition of a Cyprus practice will be of
great benefit to all our clients but especially those in Russia and India.
Together with the continued growth of our Asia office as well as our India,
Latin America and Russia desks, this strengthens our firm’s commitment to
products and services tailored for clients in emerging markets.
Our Cayman practice, established in 2008, expanded rapidly last year with
the addition of 3 lawyers and 2 partners including Sarah Dobbyn, who leads
our growing Cayman litigation and insolvency department. We have placed
Cayman specialists at the partner level in our Hong Kong and London
offices to provide time-zone friendly legal expertise to clients regardless of
location. Our related Services business expanded during 2009 to offer
Cayman Islands corporate services from both the Cayman and Hong Kong
offices.
The past year was also one of increasing activity for our top-ranked litigation
and insolvency practice which expanded significantly in both the BVI and
Cayman Islands to meet the growing demand for litigation services. We also
saw increased activity in our Regulatory Group which provides the only
specialist service on regulatory and supervisory matters in the British Virgin
Islands.
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4. These developments have all been driven by the core philosophy central to
every aspect of our business – a commitment to absolute quality in the
work we deliver, and to unparalleled responsiveness and client service.
This year Harneys celebrates its 50th anniversary and it promises to be an
exciting time for the firm. I look forward to sharing news of future develop-
ments with you in the coming months.
In the pages of this handbook you will find an introduction to our various
practice areas and the locations from which we operate as well as our
partners. I hope you will also visit our website at www.harneys.com for
regular market updates, client guides and firm news.
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7. Harneys’ Banking & Finance Practice
The department has unmatched experience in advising the world's most
significant banks and financial institutions; it also regularly acts for borrow-
ers and issuers.
With 7 lawyers in the British Virgin Islands either extensively or exclusively
involved in debt finance and derivatives work there is a degree of specialisa-
tion and market knowledge unique in the jurisdication. Our Cayman finance
practice has developed rapidly with a number of new and significant clients
and stand-out deals. Banking partners and associates in our Cyprus office
have extensive experience in Cypriot banking law, asset finance and financ-
ing agreements involving banks, financial institutions, equipment financing
and corporate borrowing.
In addition each of our Hong Kong and London offices has partners and
associates with extensive BVI and Cayman banking and finance experience.
Clients include Barclays, BNP Paribas, Credit Suisse, Citigroup, Deutsche
Bank, Goldman Sachs, Merrill Lynch, HSBC, JP Morgan, Morgan Stanley,
Standard Chartered and UBS and we are regularly instructed by almost all
the world's leading law firms.
General Banking
We advise on all types of syndicated and bilateral lending including trade
finance, debt restructuring, structured finance, property and acquisition
finance. In addition the department has been involved in most significant
project financings involving the BVI and regularly advises on aircraft and
shipping deals in the BVI, Cayman and Cyprus.
Capital Markets
In the capital markets sphere the department advises lead managers,
issuers and investors on international debt issues. We advise on the full
range of debt issues including medium-term note programmes, stand-alone
eurobonds, tiered capital issues and euro-commercial paper/programmes.
6
8. Derivatives Provided Cayman Islands advice to Vale
The department advises extensively on all aspects of financial derivative and Vale Capital II on a series of notes
transactions. Its lawyers advise all the major industry bodies and major issues totalling US$2.9 billion.
banks on close-out netting and collateral enforceability issues in respect of
derivatives, repossession and securities lending documentation. Advised on BVI aspects of the approxi-
mately €500 million syndicated senior
We have been heavily involved in the implementation and policy of the and mezzanine financing for the
acquisition of a majority stake in a global
netting legislation in the BVI and are counsel to almost all major industry
corporate services business.
bodies including the International Swaps and Derivatives Association, the
Securities Industry and Financial Markets Association, the International Represented Innovate Holdings Limited
Capital Market Association, the Stock Lending and Repo Committee of the and advised its parent, The Bank of East
Capital Adequacy Directive Working Group, The Futures & Options Associa- Asia Limited (BEA), in respect of
tion, The British Bankers' Association, The Bond Market Association, The Innovate’s issue of US$500 million
Foreign Exchange Committee, The Financial Markets Lawyers Group and preference shares in connection with an
The Japanese Bankers Association. issuance by BEA of up to US$500 million
Hybrid Tier 1 Capital Instruments.
Provided Cypriot advice on a €36 million
facility granted as a refinancing by
Raiffeisen and UniCredit to Rosinter
Restaurants.
Advised TAQA, the Abu Dhabi National
Energy Company, on Cayman Islands
elements of its US$120 million
refinancing of indebtedness consequent
on its acquisition of 50 percent stake in
Marubeni’s Caribbean power business.
Advised Deutsche Bank AG in relation to
the default and proposed restructuring
of a US$700 million bond issued by a
British Virgin Islands SPV.
Advised the lenders on a US$570 million
financing in a reverse takeover by one of
the world’s largest alternative
investment asset managers.
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9. Harneys’ Corporate & Commercial Practice
Our Corporate & Commercial team specialises in equity related issues and
frequently advises on complex cross border transactions involving British
Virgin Islands, Cayman and Cyprus vehicles. Across all of our offices, our
experienced lawyers are regularly instructed by the world’s leading law firms
on behalf of household names in industry and commerce.
Our BVI team has for decades been at the forefront of the development of
company law and practice in the jurisdiction. The result is a significant
depth of experience in advising on joint ventures, private equity transac-
tions, listings, mergers and acquisitions and reorganisations.
Our Cyprus team advises on all types of corporate matters including
incorporation of Cypriot companies, re-organisations, mergers and
spin-offs, and redomiciliation/continuation. We also represent directors
and companies on fiduciary and other duties under Cypriot law.
Several experienced lawyers make up our Cayman Islands corporate team
which includes partners and associates located in the Cayman Islands,
Hong Kong and London.
Equity Capital Markets
The opportunity to advise BVI, Cayman and Cyprus companies in relation to
listings on stock exchanges in New York, Singapore, London, Frankfurt,
Hong Kong and Oslo means that our lawyers have developed considerable
expertise in this area. Examples include advising on the listing of Renesola
Ltd and Emerging Metals Limited on AIM and Flex LNG on the Oslo Stock
Exchange.
Private Equity
Experienced lawyers across all our offices have assisted clients in connec-
tion with substantial private equity transactions including management buy
outs, public to private transactions and a variety of venture capital deals.
Examples include the £500 million management buy out of Allied London
Properties from Deutsche Bank, JER Partners and Others where Harneys
acted for RBS Private Equity and the US$1.6 billion acquisition of Tommy
Hilfiger Corporation by Apax Partners where we acted for Tommy Hilfiger.
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10. Joint Ventures
Decades of experience and the suitability of the BVI, Cayman and Cypriot
corporate vehicles for cross border joint venture deals means that we have
unrivalled expertise in putting together such structures, whether as compa- Acting for Playtech Limited on the sale of
nies or limited partnerships. Noteworthy transactions include the Virgin Galac- Playtech and several subsidiary
tic joint venture which saw investments by Abu Dhabi's Aabar Investments companies to William Hill.
and Sir Richard Branson’s Virgin Group where we acted for Virgin. Another was
the ground breaking TNK-BP transaction, the largest Western investment in Representing an affiliate of Virgin
Galactic regarding BVI law aspects of the
Russia. As well as advising on key documentation such as shareholders
strategic partnership announced by Abu
agreements, we have the resources to provide specialist IP and commercial Dhabi’s Aabar Investments and Sir
advice on the ancillary agreements, such as marketing, distribution, license Richard Branson’s Virgin Group
and supply agreements. pertaining to Aabar’s US$280 million
equity stake in Virgin Galactic.
Mergers & Acquisitions
Advising Flex LNG Ltd. in connection
We have advised both sellers and purchasers in the BVI, Cayman and Cyprus
with its IPO on the Olso Stock Exchange.
on the full spectrum of M&A deals from a share or asset purchase to a
takeover of a listed company. The flexible merger regime in BVI, quite similar Advising Tiger Global Management on
in many respects to Delaware law, has been successfully used time and time BVI law aspects of its sale of
again to achieve the desired commercial results. Recent transactions include Maktoob.com to Yahoo!
the acquisition of Playtech Limited and its subsidiary companies by William
Hill where we acted for Playtech; the sale of Maktoob.com to Yahoo! where we Advising Orsu Metals Corporation on BVI
advised the seller; and representing AXA in a €1.2 billion acquisition of Reso law aspects of the recently completed
sale of its Varvarinskoye gold-copper
Guarantia in Russia. Also noteworthy is that our Cyprus team recently acted
mine in Kazakhstan to OJSC Polymetal.
on a ground breaking cross border merger transaction between a Cypriot
company and a Norwegian company (an EEA and non EU member country). Advising on Cayman and BVI law aspects
in connection with the restructuring,
Reorganisations financing, and subsequent US$130
BVI, Cayman and Cypriot vehicles are commonly used in pre-sale planning and million sale of Cayman Islands
companies affiliated with a Bulgarian
group rationalisations due to their flexibility and tax neutral effect within a
telecoms and cable television company.
group. Recent examples of reorganisations include the pre-sale restructuring,
by our team in the Cayman Islands, of the CableTel group. Acting for Rank Group on the US$2.7
billion acquisition of part of Alcoa Inc's
packaging and consumer business in a
global transaction that involved 28
jurisdictions.
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11. Harneys’ Investment Funds Practice
Our dedicated Investment Funds Team in the BVI and Cayman works with
managers of offshore hedge funds and private equity funds to help them
establish and structure their offshore investment vehicles to best meet their
strategies and the requirements of their investors. We advise on all aspects
of the life of a BVI or Cayman fund including formation, restructuring and
closure both in distressed and planned scenarios. Our team has unrivalled
experience and depth in the BVI with a strong and growing reputation in the
Cayman Islands for the quality and timeliness of our advice. With a client
base that includes a majority of the largest and most respected managers
with fund structures in the BVI as well as up and coming stars of the indus-
try and the respect of the leading law firms in the global funds industry, our
Investment Funds Team provides managers with quality advice on all
aspects of their BVI and Cayman Islands funds.
Hedge Fund and Private Equity Fund Formation
We have over 20 years experience of establishing offshore funds and have
been the leading law firm in the BVI for the establishment of fund structures
throughout that time. We work directly with managers and with leading
onshore law firms to establish BVI and Cayman Islands fund structures for
the largest institutional managers through to start-up managers with seed
capital. We are experienced in providing funds structured using all forms of
investment vehicle, including companies, limited partnerships, unit trusts
and segregated portfolio companies and are at the forefront of designing
innovative structures, including to deal with mixed liquidity portfolios. We
are also highly experienced in advising on the issues surrounding the use of
side letters for individual investors.
Fund Restructuring
One of our core strengths is our experience in dealing with changes to a
fund’s structure during the life of a fund. These are usually necessitated by
a planned expansion in the fund or a liquidity issue within the portfolio.
Such changes are often complex and require a careful consideration of
existing rights of investors and obligations of the fund, its directors and
agents.
12. Such restructurings commonly involve the creation of side pockets to isolate
the effect of individual asset illiquidity. We have been involved in some of
the most complex and high profile restructurings caused by recent liquidity
issues in the market. Funds with extreme liquidity issues are handled by our
Distressed Funds Group.
Manager and Administrator Formation
We also provide advice and assistance to those wishing to establish a fund
manager or administrator in the BVI and the Cayman Islands and to estab-
lished managers and administrators wishing to provide services to BVI and
Cayman Islands funds. This includes advising on the licensing requirements
and ongoing obligations for domiciled and non-domiciled managers and
administrators and advising on their service contracts with the funds.
Manager and Administrator Transfers of Control
We are increasingly asked to advise on the sale of regulated managers and
administrators alongside leading onshore law firms. We have experience in
dealing with all aspects of the transfers, including the regulatory, legal and
commercial issues involved in such transfers. Examples include the sale of
the Key Asset Management Group to Swedish Bank SEB (advised by Norton
Rose and Slaughter & May respectively) and the sale of two regulated
managers to an Andorran Bank.
Regulatory Consents and Fund Investments
We advise on all aspects of investment funds business, including obtaining
regulatory consents and advising on and issuing opinions in relation to
transactions entered into by funds, including ISDA agreements and
structured investments. A high profile example of such advice was the
cashbox underwriting scheme used for a fundraising by Misys plc where we
advised ValueAct Capital (a BVI domiciled hedge fund) alongside Fresh-
fields, Allen & Overy and Ashursts.
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13. Harneys’ Distressed Funds Practice
Market and regulatory events of the past few years have created challeng-
ing conditions for the global hedge fund industry. Hedge funds have at times
seen previously unprecedented levels of redemptions, coupled with highly
volatile and, at times, illiquid markets. These events required many manag-
ers to look at managing the outflow of capital through the use of the mecha-
nisms that were built into their fund’s structure to deal with such market
disruptions. These mechanisms include the imposition of suspensions and
gates on redemptions and the use of liquidating vehicles to manage the
process of returning cash to investors.
As leading lawyers in the British Virgin Islands and Cayman Islands we
continue to be involved in many of the largest and most complex restructur-
ings and cases arising out of recent market events including advising on the
many issues coming out of the Madoff affair and other high profile fraud
cases. As a result of this we work closely with high profile funds, managers,
administrators, liquidators, prime brokers, investors and onshore counsel.
In the process we have gained deep expertise in the formulation of strate-
gies that provide solid legal and commercially viable solutions for funds,
managers, investors and liquidators to deal with the challenges posed by
distressed or failed investment funds.
Advice to Funds and Managers
We advise funds and managers on issues including:
• the use of gates, suspension of redemptions and suspension of
NAV calculations;
• issues arising out of the downsizing of portfolios;
• taking advantage of existing provisions to formulate workouts and
informal restructurings;
• advising on the creation of alternative legal structures to deal with
adverse liquidity conditions now and in the future; including the
implementation of lock-ups, the use of side-pocket structures and
other techniques for isolating distressed portfolio assets;
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14. • planning for solvent liquidations and what to consider in the event
of potential insolvency;
• handling potential conflicts and disputes between investors,
funds, investment managers, administrators, brokers, custodians
and other agents;
• generally managing the risk of disputes with investors and
advising on investor rights including advising on the contents of
investor communications;
• defending investor claims and winding up petitions.
Advice to Investors
We advise investors in relation to the issues they face in recovering their
investments from funds that have been gated, suspended or have
otherwise restricted their right to redeem, including advising on:
• the legality and effect of suspensions and other lock-up events;
• whether an investor has contractual or constitutional grounds to
challenge a lock-up;
• the availability of unfair prejudice remedies;
• the availability of derivative action remedies;
• whether the investor has just and equitable or other grounds to
petition for a winding up of a fund;
• generally managing the conduct of claims against funds by
investors.
Advice to Liquidators
We also work with the firm’s Insolvency team to advise liquidators of invest-
ment funds and structured finance vehicles including advising on counter-
party claims, asset recovery, claw-back issues and asset realisation.
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15. Harneys’ Litigation Practice
Harneys has by far the largest litigation and insolvency department in the
British Virgin Islands, more than twice the size of any other, and the fastest
growing litigation and insolvency practice in the Cayman Islands. We have a
reputation for providing accurate, clear and timely advice to our clients who
include international law firms, insolvency practitioners, investment funds,
banks and other financial institutions, trust companies and corporates.
Particular emphasis is placed on commercial matters and a large propor-
tion of our work is connected with high profile multi-jurisdictional commer-
cial and insolvency disputes.
We have been at the forefront of the development of BVI jurisprudence, and
involved in virtually every significant piece of litigation in the BVI. We have
acted, and continue to act, for some of the world’s largest corporations
including Alfa, Barclays, HSBC, Credit Suisse, Rusal, BP, TNK and Sibneft, as
well as the world’s leading law firms.
General Commercial Litigation
Our expertise includes banking and contractual disputes, insurance,
warranty claims, property and employment disputes, and professional
negligence. We also act for many local banks, trust companies and land
developers.
Fraud and Asset Tracing
We have acted in numerous fraud and tracing claims both in a civil litigation
and insolvency context. These actions have included urgent applications for
disclosure, freezing and receivership orders. We were the first legal firm in
the BVI to successfully obtain a Norwich Pharmacal order and have
obtained more orders of this nature than any other firm.
Company Advice
We have been at the forefront of advice to companies, shareholders and
directors in the areas of directors’ duties, minority shareholders’ rights and,
in particular, advice on investment funds. We also provide expert witness
evidence on BVI law.
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16. Insolvency
Our contentious insolvency lawyers in BVI and Cayman have experience in
acting for companies, secured and unsecured creditors, investors and Acting for a major bank seeking to
recover over $200 million in the BVI as
directors. Most of our liquidation work includes cross border issues,
part of a significant case involving
commonly acting for insolvency practitioners securing assets abroad. We litigation in the BVI, US and the Far East.
also have well established expertise in receivership work, schemes of
arrangements and restructuring advice and significant expertise in dealing Acting for a former director of the
with the liquidation or restructuring of complex financial structures includ- Dynamic Decisions group of funds
ing hedge funds, managed accounts, fund of funds and derivative advising in connection with the Cayman
structures. liquidations of the Master-Feeder Funds.
Acting for the Kingate funds advising in
Administrative Law and Judicial Review the fallout of the arrest of Bernard
We have an active group advising regulated entities on all aspects of Madoff and also acting for a number of
financial services and regulatory matters. The group also advises on judicial other funds and investors advising on
review and hearings before statutory bodies. the effects of the collapse of BMIS
including acting for investors in the
Fairfield liquidations in the BVI and for
Trust Litigation the liquidators of two Rye feeder funds
We work closely with our trusts department and advise trustees, beneficia- in the Cayman Islands.
ries and third parties on all aspects of trusts, including applications for
variations, disclosure of documents, compromises, capacity issues and Defending a client in the BVI in one of
directions, as well as breach of trust claims. China's largest ever claims relating to a
joint venture with Western interests and
allegation of trademark infringements –
claim in the region of US$1 billion.
Acting for the liquidators of Saad
Financial Investments (No 5) Limited a
company which is also a defendant in
the US$9.2 billion Saad group litigation
in the Cayman Islands.
Acting for Kaupthing Bank Luxembourg
in the winding up proceedings of a
Cayman Partnership, Jukebox LP, and
also acting for the liquidators of Jukebox.
Acting successfully in one of the longest
and most significant BVI commercial
court trials in 2009, involving the
Government of Dominica.
15
17. Tax
Regulatory
Harneys’ Tax & Regulatory Practice
Our Tax and Regulatory department provides expert advice on matters
Trust related to taxation, regulation and supervision in Cyprus and the British
Virgin Islands.
Is believing in the strength Tax
of a relationship. In Cyprus we provide comprehensive advice on complex cross border issues
in order to help clients maximize the benefits of Cyprus’ extensive network
of double taxation treaties. Services provided by our Cyprus tax team
include the international tax structuring of proposed businesses and
holdings, the drafting of tax opinions, negotiating and implementing corpo-
rate reorganizations, developing effective deferred taxation schemes for the
purposes of the Cyprus Special Contribution for the Defence Tax Law,
liaising with the Cyprus tax authorities for obtaining advance tax rulings and
facilitating family succession planning using Cyprus International Trusts.
Regulatory
Our BVI Regulatory practice advises on all aspects of financial services
regulatory law and practice. We provide practical advice on all components
of the BVI’s Anti-Money Laundering and Terrorist Financing regime. We are
experienced in the provision of bespoke products to assist regulated and
non-regulated persons alike meet their obligations. Our regulatory lawyers
also advise extensively on trust company and insurance regulation and can
assist clients in connection with enforcement actions taken by the Financial
Services Commission where necessary drawing upon the expertise of our
Litigation Department.
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18. Tax
Regulatory
The BVI’s new Securities and Investment Business Act, Finance and Money
Services Act and Regulatory Code are all expected to come into force during
this calendar year. These imminent provisions will radically overhaul the
current system of licensing and regulation applicable to funds, managers,
advisors, brokers and many other financial services providers based in the
BVI. We as a firm have been at the forefront providing analysis and commen-
tary during the development of these provisions and we are well positioned
to advise and assist clients on their applicability and impact both before and
after they come into force.
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19. Harneys’ Trusts, Wills & Estates Practice
Our Private Client Trusts Department specialises in the creation of all types
of BVI trusts, with particular emphasis on the creation of trusts to hold
family trading and investing companies.
Our Private Client Trusts team is at the forefront of creating new and innova-
tive BVI trust solutions that seek to complement and safeguard the holding
of assets by a BVI Business Company.
While the main focus of the team is on the creation of BVI trusts, we also
have capacity to advise in relation to trusts governed by the laws of the
Cayman Islands.
We are frequently instructed by leading international law firms, professional
trust companies, leading private banks and wealthy private families on all
matters relating to BVI trust law.
Family Trusts
Our team is able to provide trust solutions that are tailored to a client’s
individual needs and range from a simple trust to hold assets for one family
generation, to a complex trust designed to last for multiple family genera-
tions.
We have developed particular expertise in creating trusts specifically for use
in the holding of trading businesses, with an emphasis on the unique needs
and requirements of wealthy private clients from India, Latin America, Asia
and Russia.
Private Trust Companies and the Family Office
Our team is at the forefront of providing advice and assistance in the
creation of private trust companies as an integral part of the establishment
of a private family office, and has developed innovative solutions to the
holding of shares in a private trust company.
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20. Purpose Trusts
We are regularly instructed to create non-charitable purpose trusts for
commercial off-balance sheet purposes, and charitable purpose trusts for
wealthy entrepreneurs that wish to make benevolent donations in a private
and confidential manner, while avoiding the public registration and scrutiny
encountered in their home jurisdiction.
Commercial Trusts
Our team is experienced in the creation of unit trusts for both opened and
closed end schemes and has experience in the creation of employee trusts,
and insurance trusts.
Regulation of Trusts and Trust Companies
We regularly advise in relation to the statutory regulation of companies
conducting trust business, whether as trustee, protector of a private family
trust or a company acting as the manager of a mutual fund.
International Wills
We also draft and prepare all types of wills, from a simple will disposing of
shares in a BVI Business Company to a complex will establishing a family
trust.
International Estate Administration
Our team is able to assist in the process of obtaining probate to an asset
held in the BVI, whether land or shares in a BVI Business Company, and can
assist in the practical administration of estates.
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21. BVI
Business
Harneys’ BVI Business Practice
Our BVI Business practice group advises commercial, institutional and
private clients, both domestic and international, in a variety of local British
Virgin Islands transactional and non-transactional real estate, finance,
regulatory, tax and general commercial matters.
Property
Our Property team offers an unparalleled wealth of experience in property
law and practice against the backdrop of the firm’s integral involvement in
every major real estate development in the BVI over the last half century.
The scope of our expertise is wide, and with the benefit of strong technical
skill on the part of our lawyers, puts us in the best position to provide timely,
sound and commercially sensible advice. Our unmatched depth of under-
standing of local BVI law and practice is borne out in our continuing and
preeminent relevance for complex real estate transactions.
We regularly advise on all aspects of the acquisition, ownership and disposi-
tion of BVI real property. We have specific prowess in, among other things,
advising foreign nationals on the acquisition of BVI property, and devise
ownership structures to satisfy the tax, regulatory, estate planning and
other needs of each client. With an array of the best special purpose
vehicles and talent in the business at our disposal, including the BVI
Business Company and our boutique Trusts offerings, we are well-placed to
reliably and usefully serve the widest cross-section of clients in this regard.
We have advised developers with respect to the establishment of a number
of major developments in the BVI, including Nail Bay, Nanny Cay and
Belmont Estates, West End, and have advised purchasers within a number
of others including the Little Dix Bay, Long Bay and Oil Nut Bay Estates; we
are particularly proficient at structuring and advising on estate covenants
and constitutional documents. Our track record also includes advising on
the acquisition and development of a number of privately-owned islands
within the BVI, and of hotel and resort and commercial property, generally.
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22. BVI
Business
Banking
Our domestic banking practice is the oldest in the BVI, and our client list
includes several domestic and international private and institutional
lenders. Our banking team has developed a reputation for unrivaled expert
knowledge on local debt finance transactions and the taking of BVI security.
We offer acquisition, asset-based and property finance advice, and have
advised on the financing of major developments in the BVI including Scrub
Island and the Little Dix Bay Estate on Virgin Gorda. We advised the lending
syndicate on the BVI leg of the financing of the acquisition of the Caribbean
operations of Shell Oil by the SOL Group, and have assisted local and
international banks and lending syndicates with acquisition finance in
respect of a number of hotel developments and multi-million dollar
enterprises.
Commercial
Our commercial practice group is renowned for its commitment to consis-
tently delivering responsive, comprehensive and thoughtful advice to match
the specific needs of each client. We place tremendous value on relation-
ship, which hardwires us into the client’s particular circumstances. As a
consequence, we are able to offer practical and uniquely tailored guidance
for each client in each matter.
We assist clients with all aspects of general commercial law, and regularly
advise on BVI start-ups, joint-ventures, corporate restructurings and
business sales and purchases of varying complexity, among others. We
also assist clients with obtaining trade licences, work permits, Hotel Aid
licences, Pioneer Status and other regulatory concessions, consents and
approvals, whether in the context of a larger transaction or otherwise.
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23. Harneys’ Intellectual Property Practice
We have a well-established and experienced Intellectual Property practice
with a client base ranging from multinational corporations and major
international law firms, to specialist IP boutique firms representing some of
the world’s largest IP portfolios.
Our IP services include registrations of trademarks and patents, and renew-
als and assignments of trademarks. We also assist international watching
service firms with the monitoring of trademark registrations, while advising
on potential infringements through our own independent watching service.
Intellectual Property Litigation
While our aim is to avoid expensive contentious proceedings, we have
considerable experience in opposition proceedings and will defend our
clients rights before the courts.
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24. Shipping
Harneys’ Shipping Practice
The firm’s shipping practice acts for some of the world’s leading financial
institutions, law firms, ship builders, yacht brokers, ship owners and
charterers, and has gained an international reputation for commercially
sensitive legal advice relating to all aspects of the acquisition, registration,
financing, disposal and operation of ships in the context of the tax neutral
registries of the BVI, Cayman Islands and Cyprus.
Ship Registration
Both the British Virgin Islands and the Cayman Islands are Category 1
branches of the General Register of British Ships. The Virgin Islands
Shipping Registry allows for the registration of general cargo ships of unlim-
ited tonnage, and mega yachts of up to 3000GT, and the Cayman Islands
Shipping Registry has no tonnage restriction on the registration of vessels.
Cyprus administers a major international registry within the European Union
and controls one of the world’s largest merchant fleets not least due to its
favourable tax regime for shipping activities the advantages of which
include no tax on profits from the operation or management of a Cyprus-
registered vessel and no income tax on the emoluments of officers and
crew. In addition, Cyprus has a wide choice of jurisdictions worldwide with
compatible legislation for parallel-in and parallel-out registrations.
Our shipping team can assist with the full registration process, including
provisional and permanent registrations, parallel (bareboat) registration,
the registration of new builds, transfers of ownership, and transfers of
existing vessels in the BVI, Cayman and Cyprus.
Ship Financing
We regularly advise lenders on loan agreements and security documents,
asset securitisation structures and operating and financial lease structures.
Shipping Litigation
The firm also conducts a large international shipping litigation practice
which advises on maritime disputes and the implementation of maritime
claims against vessels, including vessel arrest and detention.
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25. Geographic
Practices
Harneys’ Geographic Practices
In addition to our core practice areas, Harneys provides geographically
focussed service to clients in or investing in key emerging markets. Our
Latin America, India, Russia and Asia practice groups work across depart-
ments and offices to provide service to clients which is culturally and
commercially relevant. All our geographic desks are staffed by lawyers who
are native language speakers and knowledgeable about the commercial
environment in that particular region.
Asia
Our Hong Kong office serves as the hub of our expanding Asia practice. A
cadre of 7 lawyers including 3 partners provides expert and specialised
service to clients throughout the region on matters of BVI, Cayman Islands
and Cyprus law. Our Asia practice can assist with a wide range of matters
including project and acquisition financing, joint ventures and international
listings; lending and financing arrangements; and the creation of trusts and
other wealth management structures. Our Asia work has earned accolades
from Asian-Counsel, ALB China, and Islamic Finance Asia, among others.
Latin America
We have been active in the Latin American market for decades, having
represented local and international clients on a wide range of inward and
outward facing transactions, ranging from setting up of investment funds,
trusts and foundations to assisting in the structuring of project financing
transactions, joint ventures and listings in international capital markets. We
have a pragmatic approach to dealing with the legal issues affecting Latin
American businesses, as well as an in-depth understanding of the nuances
of Latin American and global business transactions.
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26. India
Practices in the BVI, Cayman Islands and Cyprus allow us to provide a wide
range of cost-effective legal solutions for India clients. Our India practice
represents local and international clients on both inward and outward-
facing matters, from setting up a BVI or Cayman investment fund to advising
banks and financial institutions on lending arrangements. Our private client
department leads in the creation of trusts and other wealth management
structures and has created products specifically for clients in India. We also
have significant experience in structuring project financing transactions,
joint ventures and listings in international capital markets.
Russia
Harneys has been the leading provider of BVI legal advice to Russia for more
than 3 decades. With the addition of our Cayman Islands and Cyprus
practices we are able to provide a greater array of cost-effective, seamless
offshore legal solutions to Russia clients. We have advised on numerous
complex, high value deals in Russia and our clients include a significant
number of Russia’s leading law firms, banks, financial institutions and
corporations. Our Russia experts frequently advise on a wide range of
commercial matters including all types of syndicated and bilateral lending,
joint ventures, international listings, and the creation of trusts.
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27. Harneys Services
Harneys Services delivers a full complement of corporate and fiduciary
services in the British Virgin Islands and Cayman Islands. The company has
over 35 years of experience, and its work with the world’s leading law firms,
corporations, financial institutions and private clients has earned it a
reputation for excellence of service.
Corporate Services
Incorporations
Harneys has a dedicated company formation team specialising in the
incorporation of British Virgin Islands and Cayman Islands companies, and
we are prepared to meet our clients’ needs quickly and without compro-
mise. We are able to offer immediate determination of the availability of a
proposed company or limited partnership name and incorporation
documents can typically be prepared and filed within 24 hours. The incorpo-
ration kit is usually dispatched via courier 7 business days after the initial
filing.
Company Administration
Harneys Services also has unparalleled experience in the administration of
BVI and Cayman companies. Our team of lawyers and company secretaries
oversees the affairs of more than 90,000 companies in the jurisdictions in
which we operate.
Fiduciary Services
Private Client
Harneys Services provides both corporate and individual director services to
BVI companies by utilizing the expertise of its highly trained and experi-
enced staff, both lawyers and other professional associates, to deliver
knowledgeable and quality service in a timely manner. We also provide
safekeeping of original documents such as deeds, wills, sealed envelopes
and other original documentation.
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28. Harneys
Services
Trusts
Harneys Services holds a British Virgin Islands Class 1 Trust Licence and
offers a broad range of trust services ranging from trust formation and
administration to trustee and family office services. Harneys Services also
provides administration services for over 60 Private Trust Companies and
manages trust companies for a significant number of well known interna-
tional banks.
Funds
Harneys Services’ Funds group provides formation and administration
services for a full range of offshore investment vehicles including compa-
nies, limited partnerships, unit trusts and segregated portfolio companies
in the BVI and Cayman Islands. We act as a liaison between these regulated
entities and the regulator in the appropriate jurisdiction.
Liquidations
We have unparalleled expertise in the dissolution of solvent BVI and
Cayman companies.
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