Corporate and commercial in British Virgin Islands

Conyers

Conyers’ BVI corporate department is best known for handling many of the BVI’s largest M&A and joint venture transactions. In a recent highlight, counsel Audrey Robertson, assisted by experienced associate Marcus Hallan, advised AquaVenture Holdings on its $1.1bn acquisition by Culligan, a global consumer water services company, in one of the largest takeovers of a publicly-listed BVI company. Led by Robert Briant, who provides specialist advice to hedge funds, private equity funds and investment vehicles, the team acts for financial services companies and financial institutions alongside clients in the hospitality, utility, energy and telecoms sectors. The practice has also seen an uptick in insolvency and corporate restructuring mandates from clients following the COVID-19 crisis. Anton Goldstein focuses on M&A and private equity work; counsel Nicholas Kuria and associate Rachael Pape are other names to note.

Practice head(s):

Robert Briant

Key clients

Aquaventure Holdings Limited

KKR

Core Health and Fitness

Digital Landscape Group, Inc.

Despegar

MICT, Inc.

AP WIP Investments & Landscape Acquisition

Genstar Capital

Luxoft

Diageo

Work highlights

  • Advised AquaVenture Holdings Limited, a leading provider of sustainable Water-as-a-Service solutions, on its $1.1bn acquisition by Culligan, a global consumer water services company.
  • Acted as BVI counsel on the $118m sale of Core Health and Fitness to PE group Gainline Capital Partners.
  • Advised AP Wireless on its $860m business combination with Landscape Acquisition Holdings Limited, a BVI special purpose acquisition vehicle listed on the London Stock Exchange.

Maples Group

At Maples Group, the corporate group advises listed domestic and international entities on a diverse set of matters including M&A, corporate advisory work, equity capital markets issues, private equity matters and restructuring work. Recently, the group has also been involved in a number of large commercial aviation transactions. Led by Richard May, the department has a range of key clients in the energy and natural resources, telecoms and commercial real estate sectors. Ruairi Bourke regularly acts on M&A transactions, restructurings and joint ventures, while Christopher Newton’s practice also includes downstream investment work in the funds sector. Another key practitioner is of counsel Guy Williamson.

Practice head(s):

Richard May

Key clients

Biohaven Pharmaceuticals

Gerdau Trade

The Brink’s Company

Work highlights

  • Advised Biohaven Pharmaceutical on its $250m public offering on NYSE.
  • Advised The Brink’s Company on the BVI elements of its $860m acquisition of certain business operations of UK-listed company G4S plc.

Harneys

Alongside Harneys’ presence in complex M&A deals involving BVI companies and its particular expertise in the financial services sector, the team is increasingly active in corporate restructuring and solvent reorganisation matters, an recent area of strength for Greg Boyd. Other key names include Philip Graham, who is practice head of the BVI transactional team and also co-head of the firm's global investment funds practice, and George Weston, who was promoted to partner in early 2020. As a founding member of the firm’s hotel and leisure group, Weston has notable experience in M&A and joint ventures involving key domestic and international hotel and leisure clients. Jacqueline Daley left the legal profession in 2020.

Practice head(s):

Philip Graham

Testimonials

‘We work a lot with Harneys. In my opinion, Harneys is generally regarded in the market as a leading firm for BVI corporate, funds and economic substance related work.’

‘My primary contact at Harneys on the transactional side is George Weston (Partner). I find George to be responsive, easy to deal with, and extremely knowledgeable on corporate matters. George generally has a good reputation in the market. I have also worked with Phil Graham. Phil is regarded as an industry leader and has been critical to the establishment of our fund and economic substance business in the territory.’

‘Very strong team of professionals with excellent technical knowledge and exceptional attitude to clients. Providing highest level of service, exceptionally well at working under pressure, always meeting their deadlines and never letting clients down. Always consistent in terms of approaches within the firm. Using very good quality document templates.’

Key clients

Command Alkon

Polaris Infrastructure Inc.

Tolaram

Work highlights

  • Advised Tolaram, the promoter of Lekki Port in Nigeria, on $221m of equity funding received from China Harbour Engineering Company.
  • Advised Polaris Infrastructure Inc. on a $27m loan financing with the Brookfield Infrastructure Debt Fund, a global credit-focused fund managed by Brookfield Asset Management Inc.
  • Advised Command Alkon and Quilvest Capital Partners on the BVI aspects of Thoma Bravo’s acquisition of Command Alkon from Quilvest and related corporate reorganisation.

Ogier

Regularly instructed by blue-chip clients, Ogier’s workload spans the full gamut of issues from public and private M&A and high-value joint ventures to complex corporate reorganisations, which are often linked to financial restructurings. Collaborating closely with the firm’s dispute resolution department, the corporate group is spearheaded by public company expert Michael Killourhy, who has considerable experience assisting BVI special purpose acquisition companies. Other names to note include Ray Wearmouth, whose diverse practice includes major corporate transactions, and Rebecca Clark, who is noted for her expertise in cross-border M&A.

Practice head(s):

Michael Killourhy

Other key lawyers:

Ray Wearmouth; Rebecca Clark

Key clients

Constellation Oil Services Holdings S.A.

Lenta Limited

Coca Cola Company

Texas Pacific Group

Toys R Us Trust

Hilco Capital

National Energy Services Reunited

East Stone Acquisition Corporation

Noble Oil

Work highlights

  • Advised Constellation Oil Services on a BVI creditor scheme of arrangement for the restructuring of the Constellation group’s debt and its exit from a novel ‘soft touch’ BVI provisional liquidation and Brazilian judicial reorganisation.
  • Advised Cornell Capital and KDC on the acquisition and merger with HCT Group Holdings Limited.
  • Acted for BVI company East Stone Acquisition on its upsized $138m initial public offering on NASDAQ.

Walkers

Following Patrick Ormond's move to Walkers’ London office, Matthew Cowman is now managing partner of the firm's office in the BVI, where he heads up the finance, corporate and funds group. The department acts for an impressive client roster across a range of corporate transactions including public and private acquisitions, mergers and consolidations, corporate restructurings and reorganisations, and joint ventures. Senior counsel Omonike Robinson-Pickering and senior associate Jude Hodge are also active in the space.

Practice head(s):

Matthew Cowman

Key clients

TELUS

Deutsche Bank

China Minsheng Banking Corp

Bank of America Merrill Lynch

Citigroup

JP Morgan

Macquarie Group

ICBC

NCL Corporation Ltd

Lai Fung Holdings Limited

Work highlights

  • Advised Uber on the $3.1bn acquisition of Careem.
  • Advised TELUS on the increase of its secured revolving credit facility provided by leading financial institutions including the Bank of Nova Scotia.
  • Acted as BVI counsel to NCLC, a subsidiary of Norwegian Cruise Line Holdings Ltd, as it closed its private offering of $675m aggregate principal amount of its senior secured notes.

Appleby

Under the leadership of Jeffrey Kirk, Appleby’s corporate team has a strong reputation for handling complex offshore restructuring mandates, particularly in the oil and gas sector. The department also advises a broad range of clients from blue-chip corporations to smaller private companies on multijurisdictional M&A, corporate reorganisations, joint venture arrangements, shareholder rights and corporate governance issues. The team includes mining, oil and gas, energy and natural resources expert Andrew Jowett, and senior associate Rebecca Jack, who often assists private equity entities with cross-border transactions and listings.

Practice head(s):

Jeffrey Kirk

Key clients

Nissan Motor Co Ltd.

AB InBev

Cathexis Holdings LP

First Quantum Minerals Ltd.

Del Monte Group

Project Midas

Terraco Gold Corp.

Elemental Royalties Limited

Goldman Sachs Specialty Lending Group, L.P.

Nordic Trustee

Ascendant

HCT Group

Zijin

HSBC Bank Egypt

G4S plc

Credence Rock (BVI) Limited

Supremacy Global

Brookfield Asset Management Inc.

Work highlights

  • Acting as BVI counsel to Nissan on its sale of a majority stake in Automotive Energy Supply Corporation (AESC) to Envision Group, a BVI entity.
  • Advising Cathexis Holdings LP on the conversion of a Texan limited partnership to a BVI entity, including establishing shareholder governance mechanisms to best replicate a Texan partnership within a BVI corporate structure.
  • Acting as BVI counsel to Elemental Royalites (a BVI company) in connection with a reverse takeover of Fengro Industries, a British Colombia company, to enable the listing on the TSX Venture Exchange Inc.

Collas Crill

The highly experienced Ian Montgomery, who was promoted to managing partner of the BVI office in 2020, leads Collas Crill's corporate, finance and funds group, which primarily advises clients on M&A, corporate migrations, group restructurings, joint ventures, private equity matters and corporate governance issues. The group has seen notable growth in instructions relating to corporate transactions in the natural resources sector emanating from Canada or involving Canadian clients. Regularly assisting Montgomery on corporate transactions is Christian Hidalgo, who was promoted to senior associate in 2020. Fellow senior associate Natalie Bell is also highly rated.

Practice head(s):

Ian Montgomery

Other key lawyers:

Christian Hidalgo; Natalie Bell

Testimonials

‘Very good response time to requests. Good succinct advice.’

‘Very responsive, which is always helpful in time sensitive deal situations.’

Key clients

AFRA (Panama)

Alcogal (Panama)

Aleman, Cordero, Galindo & Lee

Arbuthnot Latham

ATU General Trust

Baker & McKenzie

Baker Tily

Bank of America

BC Business Centrum

BSG Valentine

Citco

Dajani & Associates

Dechert LLP

Deutsche Pfandbriefbank

Deloitte

Deep Green Metal Inc

Drew and Napier LLC

Eversheds Sutherland (Dubai and Amman)

Extell Capital Partners LLC

Grant Hermann Shwartz & Klinger LLP

Hauteville Trust (BVI) Limited

HSBC

HSH Nordbank

iMena

Investec Group Limited

Jamalon Inc.

Katsky Korins LLP

Katten Muchin Rosenman LLP

Lightstone Enterprises Limited

M1 Real Estate

MGG Investment

Mishcon de Reya LLP

Moinian Group

Morgan & Morgan (Panama)

Morgan Stanley

Nedgroup

Norton Rose LLP

Paicolex Trust Management AG

Sandspring Resources Ltd

Scotiabank

Sheppard Mullin Richter & Hampton

Smythe & Greenwood

The Mauritius Commercial Bank

The Northern Trust Company

TMF Group

Trident Trust

Trowers & Hamlins LLP

VP Bank

Wallace LLP

Wenger & Vieli AG

White and Case (New York)

Withers LLP (&Withers Bergman LLP)

Zhong Lun Law Firm

Support Legal

Work highlights

  • Advised a Dubai-based technology company on a $70m equity fundraising.
  • Advised TSX-listed Sailfish Royalty Corp on the sale of the Almaden-Nutmeg Mountain project located in Washington County, Idaho to GoldMining Inc.
  • Advised a global retailer on two demergers by way of court-approved plan of arrangement.

O'Neal Webster

O'Neal Webster’s team handles a broad range of corporate and commercial matters, and is especially prominent in handling M&A transactions, general commercial issues and regulatory approvals. Led by managing partner Vanessa King, the department advises a whole host of international investors, companies, trusts, domestic statutory bodies and large domestic hospitality companies. Other key lawyers to note include Christopher Simpson and former managing partner Kerry Anderson, who now leads the firm's New York office.

Practice head(s):

Vanessa King

Key clients

The Bank of Nova Scotia – Scotiabank (BVI) Limited

Zedra Group Services

Nakayama & Partners

National Bank of the BVI

Work highlights

  • Advised The Bank of Nova Scotia on the sale of its British Virgin Islands operations, Scotiabank (BVI) Limited, to Republic Financial Holdings Limited.
  • Facilitated regulatory approvals in the BVI and Cayman Islands for the Zedra Group regarding the sale of $150m in shares being acquired by New York investor, Corsair.
  • Advised a BVI company on a BVI Court approval of a plan of arrangement to capitalise a debt owed to a Japanese company on the basis of a settlement agreement arrived at in the Tokyo District Court.

Carey Olsen

Carey Olsen’s corporate team is particularly active in complex cross-border M&A instructions involving BVI entities. The team also has a track record in advising BVI-registered clients that are listed on the London Stock Exchange and other exchanges on a wide range of corporate and commercial issues. Clinton Hempel, who divides his time between South Africa and the BVI, is managing partner of the BVI practice group, which counts counsels Elizabeth Killeen and Sharon Mungall as key practitioners to note.

Practice head(s):

Clinton Hempel

Testimonials

‘Responsive and knowledgeable. I work with Sharon Mungall (Counsel) and rate her very highly. She is responsive and good technically.’

‘Clinton Hempel is one of the most experienced BVI practitioners.’

‘Clinton Hempel and his significant experience with BVI matters, he is very commercial in his approach and understands what the client is seeking to achieve.’

‘The corporate and commercial team is highly experienced and technically astute. Importantly, their team is approachable and acts as both an advisor and a sounding board. They are open to discussing ideas and developing, in partnership with the instructing parties, strategies to progress matters in a timely manner. They are also also commercially excellent and offer added value in terms of both formal advice and ad-hoc discussions.’

‘Their team also includes individuals (for example Sharon Mungall) who are well versed in acting on insolvency specific matters. Sharon brings both her practical and technical expertise to the table when dealing with insolvency matters, resulting in both issue specific and cost effective delivery. Whilst Sharon is not afraid to jump into the trenches, she brings a calming air of authority which is well received by instructing parties when dealing with time sensitive matters that can often be fraught with complexity.’

Key clients

Tricor Services (BVI) Limited

TMF Group (BVI)

Scorpius Fund

Vela Fund

Stride Gaming plc

Corsair Capital

Praxis

Newhaven Group

Work highlights

  • Assisted Tricor Services (BVI) Limited with a variety of issues, namely corporate restructurings involving shareholder agreements, rights of first refusal, drag-along, tag-along and pre-emption rights.
  • Advised Corsair Capital on the corporate and regulatory aspects of its £132m acquisition of Zedra Group which is a global specialist in corporate, trust, and fund services.
  • Advised Praxis on a number of transactions, including continuing requirements of BVI companies and director duties and assistance in relation to economic substance issues.

Mourant

Led by finance and corporate department head Rachael McDonald, Mourant 's group handles an assortment of transactional and advisory corporate matters. Recent mandates include restructurings and reorganisations, corporate governance work, joint ventures, regulatory issues and private client matters with a corporate dimension. Working closely with colleagues in London, Jersey and the Cayman Islands, the team primarily advises financial services, technology and energy companies.

Practice head(s):

Rachael McDonald

Testimonials

‘Knowledgeable, well experienced practitioners with depth of understanding. They are at the top of their game in the BVI/Caribbean. They act professionally in all matters. The experience of a major city firm within a more regionalised marketplace. In addition they are top calibre without being too stuffy or unapproachable.’

‘Very approachable whilst maintaining a professional service and excellent delivery with knowledge base. Always accurate with their advice, efficient with the delivery of work loads as well as precise on their scoping and charging of works produced. A pleasure to deal with and enjoyable to work with them. Nothing has been out of their limit nor do they ever become fazed by a challenge. Work is produced very promptly each time as well.’

‘I have found Mourant to be enthusiastic, attentive, quick to respond and accommodating. Our project is substantial and there have been great partners to work with. In particular I would highlight Rachael McDonald who has lead the team who has been extremely helpful when we have met challenges and obstacles and dynamic in moving the project forward at all times.’

Key clients

Westpark Capital, Inc. and Univest Securities LLC

Rawlinson & Hunter

Work highlights

  • Acting as BVI counsel to the joint bookrunners on the $22m Nasdaq IPO of Chinese cancer diagnostics provider, AnPac Bio-Medical Science Co. Ltd.