Loeb Smith Attorneys

Cayman Islands International Corporate, Investment Funds and Finance Transactions Law Firm

Loeb Smith Attorneys

10 Market Street, Camana Bay
Suite 329

Grand Cayman KY1-9006
Cayman Islands

Phone+1 (345) 749-7591

Website www.loebsmith.com
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Law Firm Overview

Loeb Smith Attorneys is a corporate law firm located in Grand Cayman, Cayman Islands. Practice areas include investment funds, capital markets, insolvency and corporate restructuring, mergers and acquisitions, commercial litigation, corporate law, banking and finance, corporate and liquidation services, and private equity transaction advice.

Attorney Daniel S. Loeb and Gary A. Smith have extensive experience and offer Partner-led legal representation with a team of attorneys. The lawyers provide creative and insightful legal advice and formulate strategies and solutions designed to meet clients’ needs and objectives.

Loeb Smith serves companies, fund managers, in-house counsels, financial institutions, onshore counsels, banks, companies, and high net worth individuals. With a global vision and client focus, they operate with the highest standards of professional conduct and integrity.


Areas of Law











Additional Areas of Law: Investment Funds; Corporate Restructuring; Asset Finance; Liquidation; Capital Investments.


Areas of Law Description

Loeb Smith advises on Cayman Islands law in the following practice areas:

- Corporate

At Loeb Smith, our highly experienced corporate team advises on a full range of corporate matters including cross border joint venture transactions, solvent group re-organizations and shareholders' rights. We offer incorporation and registered office services such as incorporation of companies and registration of limited partnerships. Our services also cover the entire liquidation process including dealing with the preparatory steps to be taken prior to appointment of the liquidator(s).

- Banking & Finance

Our lawyers advise banks and other finance institutions on all aspects of financing, debt subordination, other inter-creditor issues, registration of security, and enforceability of security documentation involving Cayman corporate vehicles. In addition to advising banks on corporate and finance transactions, we also advise banks on Cayman Islands licensing, confidentiality, data protection, compliance and other regulatory requirements.

- Investment Funds

Our Funds team has extensive experience in advising fund managers on the formation, structuring and launch of a wide range of funds. We advise on a comprehensive set of investment fund areas including hedge funds and private equity funds. We have worked with international counsels on the structuring, formation and launch of several private equity funds structured as segregated portfolio companies targeting middle market private equity opportunities across several emerging Latin America and Asian markets.

- Private Equity Transactions

We work alongside onshore counsels to advise on all types of private equity transactions involving Cayman corporate vehicles including development capital investments, further investments, buy-outs, buy-ins and exits. Loeb Smith also advises on the structuring, formation and launch of private equity funds. Our private equity team provides client focused and creative commercial solutions based on many years of advising on PE investments and on the structuring, formation and launch of PE funds.

- Insolvency & Corporate Restructuring

Our insolvency and corporate restructuring team at Loeb Smith works with onshore counsels to deliver creative solutions to distressed companies, institutional lenders or investors, and liquidators. These entities often face complex problems in dealing with enforcement of security, asset tracing, schemes of arrangements and other Court driven restructurings. Loeb Smith provides the necessary expertise to resolve these issues.

- Mergers & Acquisitions

The law office of Loeb Smith acts for buyers, sellers, or banks in relation to mergers or consolidations under the Cayman merger law regime and mergers and acquisitions generally of Cayman corporate vehicles, including merger takeovers, and take-privates of listed Cayman incorporated entities. Our attorneys are experienced in their field and focus on the seamless delivery of high quality, clear, and insightful business-oriented advice.



Partners

Daniel S Loeb
Lawyer
Asset Protection, Banking and Finance, Banking Law, Business Formation, Business Law

Gary A Smith
Lawyer
Asset Protection, Banking Law, Business Formation, Capital Markets, Commercial Law


More Information on Loeb Smith Attorneys

Corporate
Banking & Finance
Investment Funds
Private Equity
Insolvency & Corporate Restructuring
Mergers & Acquisitions
About Us
Loeb Smith Attorneys Blog
Loeb Smith Attorneys News and Publications

Articles Published by Loeb Smith Attorneys

 Cayman’s New AML/CFT Regime

Gary Smith, Partner in the Corporate and Investment Funds Group at Loeb Smith Attorneys, answers questions about the Caymans AML/CFT regime.

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 New Enforcement Powers for CIMA Are Now in Force

The Monetary Authority (Amendment) Law, 2016 (the "Amendment Law") which was enacted near the end of 2016 but only came into force on 15th December 2017 gives the Cayman Islands Monetary Authority (“CIMA”) the power to impose administrative fines for non-compliance on entities and individuals who are subject to Cayman Islands regulatory laws.

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 Cayman Islands Trademarks for Blockchain Start-Ups

In the previous issues of our series of legal insights on owning intellectual property (IP) through a Cayman Islands corporate structure, we presented a brief overview of the new trademark registration process which became effective in the Cayman Islands as at 1st August 2017.

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 Guidance for Directors Registered with the Cayman Islands Monetary Authority

Directors who are registered with the Cayman Islands Monetary Authority (“CIMA”) Requirement should be aware of the requirement to renew registration via the CIMA portal.

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 Foundation Companies Can Now Be Incorporated in the Cayman Islands

With effect from 19 October 2017, it is possible to incorporate Foundation Companies in the Cayman Islands. The Foundation Companies Law, 2017 (the "Law") allows for the formation and/or registration of a new Cayman Islands corporate vehicle: the Foundation Company.

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 Top Ten Risks for the Crypto-Currency Investor: A View from the Cayman Islands

The rise of the financial technology businesses in recent years brings new legal issues, requiring entrepreneurs, investors and professional advisors to carefully monitor and adapt to new regulatory developments as well as developing case law.

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 Consolidation of Dissenters’ Rights under Cayman Islands Merger Law

In our previous publication Interim Payment Relief: New Developments Regarding Dissenters’ Rights under Cayman Merger Law, we discussed a new and significant development for minority shareholders in their quest to obtain the “fair value” for their shares in the context of a merger take-private carried out under the Cayman Islands statutory merger regime (the “Cayman Merger Law”).

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 The New Cayman Islands Trademarks Regime Goes Live

In a previous issue of our series of legal insights on owning intellectual property (IP) through a Cayman Islands corporate structure, we presented a brief overview of the new trademark registration process introduced by the new Cayman Islands Trade Marks Law, 2016 and the Trade Marks Regulations, 2017.

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 Enforcement of Foreign Judgments in the Cayman Islands

The Foreign Judgments Reciprocal Enforcement Law (1996 Revision) (the “Law”) allows a judgment creditor to apply for the judgment to be registered in the Grand Court

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 Insolvency in the Cayman Islands: Setting Aside Antecedent Transactions

The Trade Marks Regulations, 2017 were finally published on 26th May 2017, and the new regime is now scheduled to become effective 1st August 2017. This article is a brief overview of the new process.

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 Legal Developments and Recent Trends for the New Cayman LLC

What impact has the introduction of the new Cayman LLC had since it was introduced in 2016?

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 The New Cayman Islands Trademarks Regime

The new Cayman Islands Trade Marks Law [were] published on 19th December 2016, pursuant to which a stand-alone comprehensive trademark protection regime was created in the Cayman Islands (the "New Trade Marks Regime") to replace the current system of extension of existing UK/EU IP rights.

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 New Regime to Register the Beneficial Owners of Cayman Islands’ Companies and LLCs

In line with the transparency and compliance efforts that made the Cayman Islands one of the early adopters of the Common Reporting Standard (CRS) and FATCA, and which contributed to the continued success of the Cayman Islands as one of the premier offshore financial centres, an enhanced beneficial ownership regime will be implemented starting with 1st July 20171.

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 New Listing Rules for Cayman Islands Stock Exchange

New listing rules published by the Cayman Islands Stock Exchange (the "CSX") in April 2017 will enable an easier listing of pre-IPO and early stage growth companies as "Specialist Companies" pursuant to a new Chapter 14 of the CSX listing rules. The ownership and transfer of the securities issued by such companies will be restricted to qualified investors.

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 Cayman Merger Take-Privates from NYSE and NASDAQ in 2016 – Year in Review

The Cayman Islands (Cayman) has been the leading offshore jurisdiction for merger and acquisition (M&A) activity over the last two (2) years.

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 Legal Developments and Recent Trends for Cayman Investment Fund Structures

What changes have been introduced recently in Cayman Islands law that you believe will enhance the jurisdiction’s offering in the investment funds industry?

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 Financial Technology Intellectual Property (FinTech IP) Welcome in the Cayman Islands

Recent years have seen an unprecedented rise of the FinTech industry, i.e. financial technology businesses. According to the World Fintech Report 2017, more than half of financial services users worldwide do business with at least one non-traditional service provider, while traditional financial services firms are desperately trying to foster innovation (and usually end up seeking partnerships with or outright buying out FinTech start-ups).

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 Incorporate Your Idea. How to Develop Your Intellectual Property in the Cayman Islands.

The Cayman Islands have taken significant steps in recent years to update and modernize the legal framework with respect to protection of intellectual property (IP). Traditionally, the Cayman Islands patents and trademarks registry only served to extend rights which had previously been registered in the U.K. or the European Union.

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 Legal Insight - Payment of Dividends by a Cayman Islands Company

Cayman Islands holding companies, operating companies, and investment funds structured as companies pay dividends and make other distributions to shareholders and investors all the time, but what are the Cayman Islands’ rules governing the payment of dividends and making of distributions?

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 Cayman Islands Introduce Limited Liability Companies as New Corporate Vehicle

The Cayman Islands have now brought into effect the long-awaited Limited Liability Companies Law, 2016 (the "LLC Law") which introduces a new Cayman Islands limited liability company (an "LLC"). The LLC Law was published on 8th June 2016 but had not been brought into effect until 8th July 2016 in order to provide the Companies Registry with sufficient time to implement internal systems for dealing with registration of new LLCs.

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 Abolition of Bearer Shares in the Cayman Islands

The Companies (Amendment) Law, 2016 which came into force on 13th May 2016 has abolished the ability of Cayman Islands exempted companies to issue bearer shares and other forms of negotiable shares.

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 Cayman Islands Private Equity Funds and the use of Exempted Limited Partnerships

Structure of Cayman Private Equity Funds. The most common structure for a Cayman Islands domiciled private equity fund (“PE Fund”) is as an exempted limited partnership (“ELP”) formed under the Exempted Limited Partnership Law (As Revised) (“ELP Law”).

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 Shareholder Disputes in the Cayman Islands

Shareholders of a Cayman Islands company may petition the Grand Court for an order that a company is wound up pursuant to section 92(e) of the Companies Law (As Revised) on the basis that it is "just and equitable" for it to do so.

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 Cayman Islands Shareholder Disputes and Corporate Insolvency: Applications for Validation Orders by Solvent Companies

On 9 February 2016, Clifford J., sitting in the Financial Services Division of the Grand Court of the Cayman Islands gave Judgment in In Re Torchlight Fund L.P. (unreported) reaffirming the principles which the Court will take into account in determining whether to grant a validation order.

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 Derivative Claims in the Cayman Islands

What is a derivative action? A derivative action is one commenced by one or more minority shareholders on behalf of a company of which they are member in respect of loss or damage which that company has suffered. Such a claim can only be brought in certain circumstances and amounts to an exception to the rule that a company, as a separate legal person, should sue and be sued in its own name (often referred to as the rule in Foss v Harbottle (1843), 2 Hare 461; 67 E.R 189).

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 Common Reporting Standard Enters into Effect for Investment Funds in the Cayman Islands on January 1, 2016

What is CRS? The Common Reporting Standard (CRS) will impact Cayman Islands domiciled investment funds with effect from 1 January 2016. The CRS framework represents a globally coordinated approach to the disclosure of income earned by individuals and organizations in order to combat tax evasion. The CRS represents a significant step towards the global automatic exchange of information ("AEOI") for tax purposes.

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 De-Registration of a Cayman Islands Exempted Company and Transfer by Way of Continuation

Under the Companies Law (as Revised) (the "Companies Law") of the Cayman Islands, the Registrar of Companies (the "Registrar") will de-register a Cayman Islands exempted company incorporated and registered with limited liability and a share capital (the "Applicant") which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands (the "Relevant Jurisdiction") if:

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 Enforcement of Foreign Judgments in the Cayman Islands

The Foreign Judgments Reciprocal Enforcement Law (1996 Revision) (the “Law”) allows a judgment creditor to apply for the judgment to be registered in the Grand Court and thereafter is deemed to have the same force and effect as Judgment of the Grand Court. However, at present the Law extends only to the enforcement of Australian Judgments. As a consequence of the limitation of this statutory remedy, most foreign judgments are enforced at common law.

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 Mareva or Freezing Injunctions in the Cayman Islands

A mareva or freezing injunction is an interim court order, restraining a party from dealing with, or removing, assets from the jurisdiction. Such an order is normally applied for on an ex parte basis (or without notice to the respondent) in order to avoid the risk of the dissipation of the assets which the injunction is intended to cover.

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 The Main Advantages for Clients of Using Cayman Islands Corporate Structures

What is the single most important advantage that Cayman Islands corporate structures provides to clients?

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 FATCA: Cayman Islands Investment Entities Should Act Before Upcoming Registration Deadline

The broad scope of the Foreign Account Tax Compliance Act (“US FATCA ”) introduced by the United States (“US”) and the implementation of that broad scope of application into Cayman Islands law means that it is very important for Cayman Islands domiciled entities to each undertake an assessment of whether or not it is a Financial Institution under Cayman Islands law for the purposes of US FATCA.

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 Can the Shares of a Cayman Islands Company be Pledged as Security?

It is not possible to "pledge" registered shares under Cayman Islands law because title to the shares cannot be transferred by physical delivery. Any grant of security over registered shares that is called a "pledge" will typically be either (i) a legal mortgage or (ii) an equitable mortgage/share charge, depending on its terms. If the security purports to be something else, the chances are that it will be entirely ineffective.

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 Good News for Cayman Domiciled Private Equity Funds - Introduction of New ELP Law

The Cayman Islands (“Cayman”) continue to be the leading offshore jurisdiction for the establishment of both hedge funds and private equity funds. Typically, private equity funds are structured in Cayman as exempted limited partnerships (“ELPs”) and the introduction of the Exempted Limited Partnership Law, 2014 (the “New ELP Law”), which came into force on 2nd July 2014, will enhance the attractiveness of Cayman as the leading offshore jurisdiction for private equity funds.

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 Licence and Registration, Please! – New Licensing and Registration Regime for Directors of Cayman Companies

On 4th June 2014, the Directors Registration and Licensing Law, 2014 (the “Law”) came into force in the Cayman Islands. The Law requires all directors (wherever they reside in the world) of “Covered Entities” to register with the Cayman Islands Monetary Authority (“CIMA”). The Law has also introduced a licensing regime for “Professional Directors” and “Corporate Directors”.

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 New Law Passed to Modify Contract Law in the Cayman Islands

The Contracts (Rights of Third Parties) Law, 2014 (the “Law”) has now been passed into law in the Cayman Islands and is expected to enter into force shortly. The Law will grant to one or more persons who are not parties to a contract (each a “Third Party”) the ability to enforce rights and benefits expressly granted to the Third Party in the contract.

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 When Will the Cayman Courts Pierce or Lift the Corporate Veil of a Cayman Company

The general legal principles regarding corporate personality under the law of the Cayman Islands are similar to those under English law.

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 The Contracts (Rights of Third Parties) Bill, 2014 proposes changes to Cayman contract law

The Cayman Islands Government has published a new bill that will modify contract law in the Cayman Islands when it is passed into law by mid-March 2014.

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 New Corporate Governance Standards for Regulated Mutual Funds in the Cayman Islands

In response to feedback from its consultation with stakeholders in the Cayman Islands financial services industry (including feedback on a draft Statement of Guidance on Corporate Governance for Regulated Mutual Funds), the Cayman Islands Monetary Authority (“CIMA”) has formally issued, on 13 January 2014, a final Statement of Guidance on Corporate Governance for Regulated Mutual Funds (the “Statement of Guidance”).

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 Overview of Cayman Islands Law Governing Hedge Funds – Q&A

The primary legislation regulating hedge funds in the Cayman Islands is the Mutual Funds Law (As Revised) (the “Funds Law”) and accompanying regulations, including the Retail Mutual Funds (Japan) Regulations (2007 Revision, as amended) which generally apply to investment funds licensed under the Funds Law (licensed funds) where the securities are marketed to the public in Japan.

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 The Cayman Merger Law Regime

Amendments to the Companies Law (as Revised) of the Cayman Islands (the “Law”) has streamlined the mechanics for implementing mergers involving Cayman Islands companies.

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 Advantages of Using Cayman Islands Exempted Companies for Investment Purposes and Finance Transactions

The Cayman Islands exempted company is the corporate vehicle of choice among international investment fund managers and investors. The popularity of the exempted company is principally as a result of the Cayman Islands being rightly recognized as a stable jurisdiction for structuring international investments owing to the following features.

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 Alternative Investment Fund Managers Directive – Implications for Non-EU Managers of Non-EU Funds

As 22 July 2013 looms ever closer, as part of our continuing legal update series on this topic, this Guidance Note seeks to consider the impact of the Alternative Investment Fund Managers Directive (the “Directive”) for non-EU Managers who manage Cayman Islands domiciled funds.

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