Highlights

The Cayman Islands, the British Virgin Islands (BVI) and Bermuda are amongst the world's leading offshore jurisdictions, and entities registered in such jurisdictions are particularly renowned for transactions of all types including equity and debt capital markets transactions, including listings on the Hong Kong Stock Exchange and Nasdaq/NYSE, mergers and acquisitions and joint ventures and insurance, as well as for establishment of investment funds and trusts.

This seminar will discuss some of the issues faced when conducting due diligence on companies incorporated in the Cayman Islands, Bermuda and the British Virgin Islands, including a comparison of characteristics and requirements of these companies, as well as acquisition/ subscription of shares of these companies. It will also give an introduction on how the recent amendments to HKEx Listing Rules for the expansion of a paperless listing regime and treasury shares regime may impact the offshore companies, as well as an overview of the recent amendments to the BVI Business Companies Act and the Cayman Companies (Amendment) Act (2024).
 

Outline

1.       Overview of Offshore jurisdictions: Bermuda, Cayman Islands, BVI

2.       Conducting Due Diligence on Offshore Companies

3.       Share Acquisition/ Subscription of Private Companies

4.       Electronic Dissemination of Corporate Communications for Listed Issuers

5.       Treasury Shares for Listed Issuers

6.       Latest Amendments to the BVI Business Companies Act

7.       The Cayman Companies (Amendment) Act, 2024

Speaker(s)

Mr. Vincent Chan, B Com (Hon) (Actuarial Studies), LLB, LLM (Merit), TEP, Partner of Appleby

Vincent is a Partner of Appleby´s Hong Kong office. He has over 16 years of offshore law experience specializing in IPO/equity capital markets, debt capital markets/ bonds issuance, public & private mergers & acquisitions, takeovers & privatizations, private equity investments, joint-ventures, pre-IPO financings and general corporate advisory. Clients include Bermuda, British Virgin Islands (BVI) and Cayman Islands companies listed on stock exchanges in Hong Kong, Singapore, Taiwan, New York, NASDAQ and London, as well as private companies, banks, financial institutions, private equity houses and asset management firms.

Being a full member of The Society of Trust and Estate Practitioners (STEP) for more than 10 years, Vincent also assists clients in setting up family, employee benefit and commercial/orphan trusts, providing relevant advice to listed and start-up companies, high net worth individuals, family offices and trustees.

Vincent was selected as one of the region’s most notable offshore lawyers in the Asian Legal Business’ Offshore Client Choice List between 2020-24, and ranked in the 2019 Asian Legal Business’ “top 40 under 40” list which “profiles the most accomplished lawyers in Asia under 40 years of age and showcases 40 outstanding legal professionals in the region”. He has also been widely recognized by legal directories, with IFLR 1000 2019-24 noting him as a “Notable Practitioner” and with Legal 500 (Asia Pacific) noting him as “very impressive” and a “key equity capital markets practitioner” who also “handles a significant amount of M&A mandates”, “a tremendous asset to have on transactions. He is very responsive, on-the-ball, with a sharp commercial acumen”, and praised for the “ability to provide timely and practical Cayman law advice”, and “while Cayman law advices generally are commoditized in terms of Hong Kong capital markets, Vincent distinguishes himself in his professionalism, responsiveness and also the commerciality of his advice”.

Vincent regularly publishes articles and gives presentations on developments in the areas of IPO, mergers & acquisitions, privatizations, preference share financing and economic substance.