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Corporate and Commercial

Our corporate and commercial law 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 corporate and commercial lawyers are regularly instructed by the world's leading law firms on behalf of household names in industry and commerce.

Key Contacts

Meet the team

Latest Deals

Harneys has advised long-standing client UTi Worldwide Inc. on its US$175 million private placement of preferred shares and US$400 million private offering of convertible notes. Harneys acted as BVI counsel for the NASDAQ-listed company on instruction... read more

Publications

On 19 March 2014 the Commercial Court handed down its ruling in C v W Inc (BVIHC (Com) 2013/149). In that case a shareholder holding more than 30 per cent of the company’s shares tried to exercise its power to requisition a shareholder meeting... read more

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 transactions, listings, mergers and acquisitions and reorganisations.

Our Cyprus team advises on all types of corporate matters including incorporation of Cyprus companies, re-organisations, mergers and spin-offs, and redomiciliation/continuation. We also represent directors and companies on fiduciary and other duties under Cyrpus law.

The Cayman corporate team assists clients with fund and company restructurings, continuations, listings, mergers and aquisitions and other corporate and commercial matters.

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. Clients have trusted our team with the first-ever listing of a BVI company on the London Stock Exchange and the largest IPO of a BVI company in the jurisdiction's history. Representative clients include Michael Kors Holding Limited (New York Stock Exchange); Renesola Ltd. (NASDAQ); Flex LNG Ltd. (Oslo Stock Exchange); Copper Development Corporation (AIM - London Stock Exchange); Kingtone Wireless (NASDAQ); and KEE Holdings Company Limited (Hong Kong Stock Exchange).

Private Equity

Experienced corporate and commercial lawyers across all our offices have assisted clients in connection with substantial private equity transactions including management buy outs, public to private transactions, closed end private equity funds and a variety of venture capital deals. Examples include acting for DV4 Limited in connection with the close of its UK and European real estate fund which has equity commitments in excess of €1.5 billion and will have the capacity to invest up to €6 billion; 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 $1.6 billion acquisition of Tommy Hilfiger.

Joint Ventures

Decades of experience and the suitability of the BVI, Cayman and Cyprus corporate vehicle for cross border joint venture deals means that we have unrivalled expertise in putting together such structures, whether as companies or limited partnerships. Noteworthy transactions include the Virgin Galactic transaction which saw investments by Abu Dhabi's Aabar Investments 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 Russia. As well as advising on key documentation such as shareholders agreements, we have the resources to provide specialist IP and commercial law advice on the ancillary agreements, such as marketing, distribution, license and supply agreements.

Mergers & Acquisitions

We have advised both sellers and purchasers in the BVI, Cayman and Cyprus 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 in many respects to Delaware law, has been successfully used time and time again to achieve the desired commercial results. Recent transactions include the first Scheme of Arrangement in the BVI involving Amber Petroleum Ltd.; the first Plan of Arrangement under the BVI Business Companies Act 2004 involving Rio Verde Minerals Development Corp.; the acquisition of Playtech Limited and its subsidiary companies by William Hill; the sale of Maktoob.com to Yahoo!; and the €1.2 billion acquisition of Reso Guarantia by AXA in Russia.

Reorganisations

BVI, Cayman and Cyprus vehicles are commonly used in pre-sale planning and group rationalisations due to their flexibility and tax neutral effect within a group. Recent examples of reorganisations include the pre-sale restructuring, by our team in the Cayman Islands, of the CableTel Group.

British Virgin Islands Domestic Commercial Advice

Our domestic BVI commercial law practice group is renowned for its commitment to consistently delivering responsive, comprehensive and thoughtful advice to match the specific needs of each client.  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.