Corporate & Commercial Law team
Our Corporate & Commercial Law team covers broad areas of expertise including:
Competition Law
Since the Competition (Jersey) Law 2005 came into full force on 1 November 2005, the team has regularly advised clients on a complete range of anti-trust and competition issues including merger control, restrictive practices, abuse of dominance, cartel investigations and the Competition Authority’s investigatory powers generally.
Continuance and redomiciliation
The team has advised a number of clients in relation to redomiciliation of companies from a number of jurisdictions including Liberia and Guernsey into Jersey. We have been involved with migration to Jersey of an investment fund, believed to be the first use of the continuance provisions in order to relocate an investment fund.
The team has advised a number of clients in relation to moving companies from Jersey to other jurisdictions, including Delaware, Spain, Liechtenstein, Luxembourg, Switzerland, Portugal and Malta.
Corporate advice
The team regularly advises companies on changes to Memoranda and Articles of Association and requirements under the Companies (Jersey) Law 1991 such as company formation, winding up, financial assistance, dividend payments and applications by shareholders.
Corporate mergers
We were Standard Bank Offshore Group’s lead lawyers in the first significant use of the new Company Law merger procedure: a major corporate restructuring which reduced its corporate structure from over 40 companies to only six main trading entities. This restructuring was effected using the statutory merger provisions. It also involved the redomiciliation of a member of the group from Guernsey to Jersey.
We also acted for Coutts International on restructuring its Channel Islands operations. This also involved the redomiciliation of one of the merging companies to Jersey prior to the merger taking place. This transaction was completed in the minimum period of time possible in light of statutory notice periods to meet stringent deadlines set by the client.
More recently, we have advised another major financial services institution on a restructuring project which resulted in a reduction in the number of group companies from over 70 companies to 40.
Corporate restructurings
We were the lead lawyers in Lloyds TSB Group’s restructuring of its offshore operations, which involved redomiciling certain members of the offshore group to Jersey and arranging several transfers of business between various Jersey entities under private legislation drafted by Mourant.
The team represented The Royal Bank of Scotland International in its merger with NatWest Offshore. This also involved cross-jurisdictional issues and was effected by means of private legislation in three jurisdictions.
The team has also advised on a large restructuring project under which Isle of Man and Guernsey banks were migrated to Jersey.
Data Protection
We have advised a number of financial institutions regarding their terms and conditions, HR records and marketing activities in light of the data protection law which came into force at the end of 2005. The team has also run a conference in Jersey covering all aspects of Data Protection for over 100 delegates. The event was chaired by Wendy Lambert and Elaine Millar and Helen Ruelle presented. We have subsequently provided training for clients on Data Protection on a one-to-one basis.
E-commerce
The team advises on the impact of the Electronic Communications (Jersey) Law 2000 and all aspects of e-commerce, in particular funds and transactions.
Human Rights
The Human Rights (Jersey) Law 2000 came into force in December 2006. The team is able to advise clients on the implications of this law.
Intellectual Property
The team is prepared for the advent of the Copyright (Jersey) Law 200*.
Joint ventures/shareholder agreements
The team advises clients on joint venture arrangements, including the drafting of shareholder agreements and joint venture Articles of Association. We are also able to advise on any competition law aspects whihc may arise as a result of joint venture structures.
Regulation of Undertakings
The team advises Jersey businesses wishing to set up in Jersey on all aspects of licensing under the Regulation of Undertakings and Development (Jersey) Law 1973 and advises on staffing level increases which require approval under this law. Wendy Lambert is a member of a working party set up to consider the impact of the proposed integration of the Regulation of Undertakings Law with the housing laws.