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Legal ServicesGlobal Corporate Law
"The teamprovides a first-class service insupport ofcorporatetransactions."Legal 500 UK, Corporate and Commercial,2020
ContentsWho we are 3What we do 4Contact us 14
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Who we areCross-border deals require legal teamswith strong benches and globalexperience.
From local matters tointernational deals, our teamsbring years of deal experience toour corporate advice andtransactional work. We are at theforefront of developments in ourvarious jurisdictions, ensuring thatclients can leverage our knowledgeto accomplish their commercialobjectives.
We bring all our legal, commercialand industry sector knowledge tobear on each instruction asappropriate. We have beeninvolved in some of the largest andmost complex public deals takingplace in our jurisdictions in recentyears. We also have extensiveexperience advising on theestablishment and use of manyforms of domestic and cross-border corporate vehicles,partnerships and trusts in a moreprivate environment.
Ogier has an excellenttransactional track record,particularly in relation to publiccompany work. We are renownedfor our in-depth understandingand long-standing experience inour markets.
Our corporate teams in the BritishVirgin Islands (BVI), CaymanIslands, Guernsey, Hong Kong,Jersey and Luxembourg ensure around-the-clock service, supportedby our London, Shanghai andTokyo offices.
Many of our partners and seniorlawyers are qualified to advise onthe laws of more than one of ourjurisdictions, ensuring that at anytime of the day or night where youare, we are ready to assist.
We advise on the full lifecycle ofcorporate matters including:
Capital marketsJoint venturesMergers and acquisitions,takeovers and disposalsSchemes of arrangementSpecial Purpose AcquisitionCompanies (SPACs)Competition lawCorporate advisoryCorporate restructuring,reorganisation andredomicilationInitial coin offerings (ICOs) andToken generation events (TGEs)Intellectual property (IP)Inward investment
Offshore Law Firm ofthe YearThe Lawyer Awards2019
Offshore Law Firm ofthe YearLegal BusinessAwards 2019
Offshore Law Firm ofthe YearAsian Legal BusinessHong Kong Awards2019
Offshore Law Firm ofthe YearWealthbriefingEuropean Awards2019
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What we doWe have experience advising across abroad range of legal disciplines, andacross industry sectors.
Capital MarketsCorporates have more avenues forcapital raising than ever before –and our international teams haveexperience in assisting in initialpublic offerings and throughprivate placement.
Our experienced,multijurisdictional specialistsadvise on all forms of capitalmarkets transactions using BVI,Cayman, Guernsey, Jersey andLuxembourg structures.
We work with onshore law firmsand advisers, listing companies onthe Main List and AIM in London,as well as markets around theworld including Australia, NewYork, Toronto, Moscow, Paris andHong Kong. We also provide‘cashbox’ structures for UK plcsraising funds in the secondarycapital markets.
We are full listing agents for theCayman Islands Stock Exchangeand The International StockExchange (TISE) – in particularOgier is a leading sponsor on TISE,having been a member since itslaunch in 1998, and has significantexperience in SPV activity.
The Luxembourg Stock Exchange isthe world’s number one exchangefor the listing of internationalsecurities with a market share of40% of international securitieslisted in Europe and 20% ofinternational securities listedworldwide.
We work with investors, corporatesand financial institutions,providing innovative solutions thatmanage the complexity of themodern debt capital markets andrespond to clients' unique needs.
Ogier has a team ofprofessionals thatdemonstrate skillsand ability in thespecific subjectmatters. Theexpertise that clientshave access to in thedifferent areas ofthe law andjurisdictions makesthe firm stand outfrom its peers.Legal 500 UK,Corporate andCommercial, 2020
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Nathan PowellGlobal Head of CorporateHong Kong
He is accommodating and can appreciate the clients’ commercial goal and come up with sensible and satisfying solutions. He is very good at providing solutions to complex issues.Chambers Asia-Pacific, 2019
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Mergers & AcquisitionsWe have in-depth mergers andacquisitions experience, havingprovided advice and counsel onnumerous large and complextransactions, strategic alliances,inbound/outbound investmentstructures and schemes ofarrangement spanning majormarkets around the world.
With experience of working closelywith onshore counsel where BVI,Cayman, Guernsey, Jersey orLuxembourg structures areemployed as part of a transactioneither as the holding company oras a subsidiary, our teamsregularly advise on transactionsvalued at over £1 billion.
Ogier has established teamsacross its international network,offering BVI and Cayman lawadvice in the Asian and Europeantimezones and Jersey advice in theAsian timezone, to be able to offerseamless, true 24-hour capacity,as well as significant benches oftalent to ensure that we can scaleour capacity where required.
Corporate AdvisoryWe regularly advise on:
Regulatory, compliance andpolicy development andimplementationDirectors’ duties and corporategovernance mattersShare capital and distributionmatters including share rights,dividend declarations and capitaldistributions, redemptions andbuybacks and transfers of sharesor other securities
Our lawyers act as trusted advisersto companies and boards and ourexperienced dispute resolutionteam works closely with ourcorporate specialists to resolvedisputes with a corporate element.
The Ogier teamstand head andshoulders above thecompetition.Chambers UK,Corporate andFinance, 2020
Solid technicalknowledgecombined with apractical approach.Legal 500,Corporate, 2018
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Foxconn
Ogier advised on Foxconn Industrial Internet Co., Ltd’s IPO - China’s biggest IPO in several years.
Initial public offering
Ogier’s Hong Kong team advised on Foxconn Industrial Internet’s RMB 27 billion (US$ 4.3 billion) initial public offering on the Shanghai Stock Exchange.
Nathan Powell and Carmen Leung provided Cayman Islands and BVI legal advice to the IPO, which is China’s largest domestic listing since 2015.
This was an exciting transaction to work on. Not only was it the largest since 2015, but Foxconn obtained regulatory approval in a record-breaking five weeks.Nathan Powell, Partner
Foxconn Industrial Internet, which makes electronic devices, cloud service equipment and industrial robots, is a subsidiary of the world’s largest contract manufacturer Foxconn.
US$ 4.3 bn
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CompetititionWe advise on all aspects ofcompetition law in Jersey andGuernsey, not only wherecompanies and businesses arebeing bought and sold but alsowhere issues arise in relation topotentially anti-competitivearrangements or the abuse of adominant position.
Ogier has extensive experienceadvising clients in relation tocompetition law and has beeninvolved, over a number of years,in consultations that have helpedshape both the Jersey andGuernsey competition laws in theircurrent form.
Digital, Blockchain & FintechOgier's dedicated Digital,Blockchain and Fintech team hasbeen established specifically toassist clients, operating orinvesting in businesses in theFintech sector, who want to takeadvantage of some of the benefitsthat come with using an offshorestructure and clients who areimplementing investmentstrategies and developingbusinesses involvingcryptocurrencies, digital assetsand blockchain technology orlooking to invest in the sector.
We also assist clients who wish toestablish foundations andstructures that offer novelblockchain and distributed ledgerproducts.
For businesses in the Fintechspace, we can assist from day-onewith structuring, operational andregulatory matters through tocapital raising, transactionalmatters and corporategovernance. We also advise onexits by way of IPO, disposals orMBOs. Crucially, we alsounderstand how importantintellectual property is in thissector and can assist in thatrespect.
The team at Ogierget the big pictureand are able tosensibly discussissues with otherexternal advisersand investors whilekeeping thecompany's interestsat heart.Chambers UK,Corporate andFinance, 2020
They are extremelyresponsive, both toour own and theclient's needs.Chambers Global,Offshore, 2018
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Bradley KrugerPartner, Cayman
He was really responsive and always on top of the matter. He has real offshore expertise and is a smooth operator.Client feedback, Chambers Global 2018
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Data Protection and GDPRThe General Data ProtectionRegulation (GDPR) has a wideapplication, as it applies to anyoneoffering goods or services toindividuals in the EU or monitoringindividuals' behaviour in the EU. Itis therefore important forbusinesses outside the EU toconsider whether any of theiractivities are caught by the GDPR.
Additionally, Guernsey, Jersey andLuxembourg have implementeddata protection legislation basedon the GDPR. This legislation wasdesigned to ensure that theislands continue to protectpersonal data in a way which isequivalent to the protectionafforded in the EU, now that theGDPR has come into force.
Intellectual Property (IP)We advise on patent, trademarkand copyright registration,protection and exploitation and IPenforcement.
In particular our team hasexperience working with clientsseeking to commercialise their IPfrom a number of our jurisdictions.Ogier is at the frontline of reformsin this area having presented to,and advised, offshoreGovernments on IP reform.
They are very helpfuland would always bemy first choice. Wefind them to be veryuser-friendly, veryaccessible andoverall they providea great service.Chambers Global,Corporate andFinance, 2018
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Battersea Power Station
Ogier advised on record-breaking £1.6 billion acquisition of Battersea power station.
The value of the acquisition
Ogier has advised on the most expensive single asset property deal in UK history with the c.£1.6 billion purchase of the iconic Battersea Power Station.
An Ogier team led by partner Richard Daggett advised a joint venture formed by Permodalan Nasional Berhad and the Employees Provident Fund on the transaction to acquire Phase Two of the redevelopment of the site (including the famous power station).
We are delighted to have advised the joint venture purchasers on a landmark deal in respect of such an iconic building.Richard Daggett, Partner
The team advised the Malaysian investors on the Jersey law aspects of the deal – the team worked with lead counsel Linklaters.
The former power station dates back to the 1930s and is one of the most recognisable on the London skyline - the iconic Grade II* listed building sits on a 42 acre-site.
£1.6bn
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Non-Contentious RegulatoryNearly a decade after the financialcrisis the regulatory environment isincreasingly complex and oftenchallenging for regulatedbusinesses.
In our home jurisdictions weoperate within sound regulatoryframeworks and have long-standing professional relationshipswith industry regulators in the BVI,Cayman Islands, Guernsey, Jerseyand Luxembourg.
Our multi-disciplinary team canhelp you navigate theseincreasingly regulatedenvironments through each stagein the business lifecycle: start upand relocation, operation,expansion and change. Preventionof issues is preferable but, wherethings have gone wrong, weprovide effective solutions toclients including banks, majorcorporates, investment managers,fund administrators, trustcompanies and private clients.
InsuranceOur Insurance team is known forits ability to deliver on high-value,high-profile, technically complexmatters in a timely and efficientway. We advise on all areas ofnon-contentious and contentiousinsurance and reinsurancematters, including disputeresolution, mergers andacquisitions, regulatory advice,long term business transfers, risktransfer and captive insuranceacross our jurisdictions of BVI,Cayman, Guernsey, Jersey andLuxembourg.
Guernsey in particular is renownedfor its captive insurance industry,where captive insurers covergeneral insurance risks for parentgroups. It is the largest captivedomicile in Europe and rankedfourth in the world. Guernsey isalso home to a number of lifeinsurers who, like Ogier, operate ona cross-border basis. Recent trendsindicate a move towards a morediverse range of insurance entities.The Guernsey reinsurance marketcontinues to grow, remainingfocused on specific sectors.
Energy Deal of theYear andRestructuring of theYear ($1B - $5B) forthe Ocean RigRestructuringM&A Advisor's 10thAnnual InternationalM&A Awards, 2018
The corporate teamat Ogier in Jersey isthe leading team onthe island.IFLR 1000, M&A,2020
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Takeda Pharmaceutical
Ogier advised on the £46 billion acquisition, creating on of the world’s largest pharmaceutical firms.
Value of acquisition
An Ogier team led by partners Simon Dinning and Nick Williams has advised Japan’s Takeda Pharmaceutical on its £46 billion (over £63 billion including Shire’s debt) acquisition of Shire, creating one of the world’s largest pharmaceutical firms.
We have seen an increasing use of Jersey schemes of arrangement for very large international M&A transactions. We have a leading position in this market and can blend our offshore and onshore experience in this area.Simon Dinning, Partner
The deal is the largest ever foreign takeover by a Japanese company.
The Ogier team advised on the Jersey law aspects of the deal, which was effected by way of the scheme of arrangement in Jersey, the highest value scheme to pass before the Royal Court in Jersey.
£46bn
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Contact us
British Virgin Islands
Michael KillourhyPartnerT +1 284 852 7309M +1 284 542 [email protected]
Ray WearmouthPartnerT +1 284 852 7364M +1 284 542 [email protected]
Cayman Islands
Angus DavisonPartnerT +1 345 815 1788M +1 345 525 [email protected]
Bradley KrugerPartnerT +1 345 815 1877M +1 345 516 [email protected]
Guernsey
Marcus LeesePartnerT +44 1481 737152M +44 7797 [email protected]
Bryon ReesPartnerT +44 1481 752312M +44 7797 [email protected]
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Hong Kong
Nathan PowellPartnerT +852 3656 6054M +852 6716 [email protected]
Anthony OakesPartnerT +852 3656 6065M +852 6283 [email protected]
Jersey
Simon DinningPartnerT +44 1534 514251M +44 7797 [email protected]
Raulin AmyPartnerT +44 1534 514239M +44 7797 [email protected]
Luxembourg
Bertrand GéradinPartnerT +352 2712 2029M +352 691 751 [email protected]
Laurent ThaillyPartnerT +352 2712 2032M +352 621 245 [email protected]
Ogier provides practical advice on British Virgin Islands,Cayman Islands, Guernsey, Jersey and Luxembourg lawthrough our global network of offices. Ours is the only firmto advise on these five laws. We regularly win awards forthe quality of our client service, our work and our people.Ogier Global is Ogier’s corporate administration business.Ogier Global (BVI) Limited and its subsidiaries are licensedand regulated by the British Virgin Islands Financial ServicesCommission. Ogier Global (Cayman) Limited and itssubsidiaries are regulated by the Cayman Islands MonetaryAuthority. Ogier Global (Guernsey) Limited and itssubsidiaries are licensed and regulated by the GuernseyFinancial Services Commission. Registration no 63501.Ogier Global (Jersey) Limited and its subsidiaries areregulated by the Jersey Financial Services Commission.Regulatory information can be found at ogier.com
ogier.com
Contacts
British Virgin IslandsRitter HouseWickhams Cay IIPO Box 3170Road Town, TortolaBritish Virgin Islands VG1110T +1 284 852 7300F +1 284 852 7450E [email protected]
Cayman Islands89 Nexus WayCamana BayGrand CaymanCayman Islands KY1-9009T +1 345 949 9876F +1 345 949 9877E [email protected]
GuernseyRedwood HouseSt Julian's AvenueSt Peter PortGuernsey GY1 1WAT +44 1481 721672F+44 1481 721575E [email protected]
Hong Kong11th Floor Central Tower28 Queen's Road CentralCentralHong KongT +852 3656 6000F +852 3656 6001E [email protected]
Jersey44 EsplanadeSt HelierJersey JE4 9WGChannel IslandsT +44 1534 514000F +44 1534 514444E [email protected]
London1st Floor99 BishopsgateLondon EC2M 3XDT +44 203 693 7178F +44 1534 514444E [email protected]
Luxembourg2-4 rue Eugène RuppertPO Box 2078L-1020 LuxembourgT +352 2712 2000F +352 2712 2001E [email protected]
ShanghaiRoom 3671Level 36 Shanghai InternationalFinance Centre Tower IINo. 8 Century AvenuePudong New AreaShanghai 200120ChinaT +86 21 6062 6294E [email protected]
TokyoNisso 23 BuildingSuite 801Toranomon 3-8-25, Minato-kuTokyo 105-0001JapanT +81 3 6430 9500F +81 3 6430 9501E [email protected]
