AREAS OF PRACTICE
Private Client and Trust
Incorporation of Bermuda Companies
Formation of
Bermuda Trusts
Formation of
Bermuda Partnerships
Formation of Captive Insurance Companies
I P O
Redomiciliation
Insurance and Reinsurance
Joint Ventures, mergers and
Amalgamations
Mutual Funds and other Investment
Services
Corporate Finance and Public offerings
Employment Issues and Work Permit
Applications
Insolvencies and Liquidations
Intellectual Property, Trademarks and
Patents
Intellectual Property, Trademarks and Patents
A Company’s brand is its business
and nearly every business has intellectual property
rights such as logos, product designs, formulae and
client lists which make it unique and which need
protecting.
Through the registration of trade
and service marks, domain names, the filing of
patents and registered designs and advising on
copyright issues, our Intellectual Property team
coordinates the protection and enforcement of
intellectual property rights for both international
and local clients.
Private Client & Trust
Milligan-Whyte & Smith offer
advice to international clients on overall assets
owning structures, estate planning and the
establishment of trusts. Where necessary, we will
coordinate advice on international legal and tax
issues affecting families of substantial wealth.
Through our global network of
affiliated trust companies, clients can receive
trustee services in five jurisdictions around the
World:
Anguilla, Bermuda, British Virgin Islands,
Cayman Islands
and Guernsey.
Real Property
Bermuda is an island of 21 square miles and this, in
itself, presents its own challenges with regard to
the development of commercial and residential
property. In recent years there has been a trend
towards redeveloping tourism related properties into
a mix of residential and tourist use. Certain
restrictions exist on the sale of houses and/or
condominiums to overseas purchasers, each of whom
will require a special license from the Bermuda
Government.
Milligan-Whyte & Smith has
advised on commercial and residential real estate.
Our lawyers have developed a particular expertise in
tourism related properties. Typically our clients,
whether commercial or residential, will require
advice on purchasing, leasing finance and
development as well as mortgages.
Trusts and Estate Planning
The firm has a private client
base focused on entrepreneurs and business owners
and a Trust Department which can provide
personalized trust services to its clients.
Shipping and Aircraft
A significant number of offshore
companies have been incorporated to own or operate
commercial ships and aircraft. These companies are
also entitled to own ships or aircraft registered in
other jurisdictions.
Milligan-Whyte & Smith has been
advising shipping and aviation business for 2
decades. We have considerable expertise in asset
financing with particular focus on ship financing
and leasing & purchasing transactions.
Forming Captive Company
A Business Plan needs to be
prepared which will describe:
1. Details of the Owners and their
insurance experience.
2. History of the Program, Class of
Business, Premium writings and Loss ratios with
supporting documentation.
3. Name of Fronting Company and
Re-insurers. (Clarendon, Arch and Atlantic Re)
4. Participation of Fronting
Company and Re-insures. % Quota Share.
5. Estimated Net Written Premiums
of the Captive and the risk and exposure retained by
the Captive.
6. Capitalization of the Captive
7. Details of any aggregate stop
loss in place
8. Five year financial projections
of the Captive
Foreign Sales Corporations
In December 1988 Bermuda was
designated by the U.S. Treasury as a qualified
jurisdiction for the incorporation of U.S. owned
Foreign Sales Corporations (“FSCs”). Since such
designation, a large number of FSCs have been
incorporated in Bermuda and have been used in
tax-based lease financing of major American
manufactured capital equipment such as aircraft,
satellites and locomotives.
The two principal FSC structures
– the Commission FSC and the Ownership (or Buy-Sell)
FSC – are incorporated and organised in Bermuda as
exempted companies. The island has become the
jurisdiction of choice for the formation of leasing
FSCs due to its traditional advantages as an
offshore financial center, as well as more favorable
bankruptcy laws than in other jurisdictions.
Furthermore, the complete absence of taxation is a
distinct advantage since, unlike Bermuda’s major
competitors for this business, Bermuda has no local
franchise or withholding taxes.
Partnerships
The use of partnerships for
investment and commercial purposes has increased
substantially.
We are well versed in the
drafting and reviewing of agreements for both
general and limited partnerships. The firm handles
applications to be relevant authorities for the
registration of such partnerships to ensure that
they are properly authorized to carry on business.
Additionally, we have considerable experience in
advising on offer documentation relating to
partnership interests.
Litigation & Insolvency
Bermuda is a common law
jurisdiction and English case precedents carry
strong persuasive authority. Recent years have also
seen a marked increase in the number of commercial
disputes tried in the Bermuda Courts.
Our litigation department advises
on a broad range of corporate and commercial
matters, however, with the growth of international
business in the areas of insurance and reinsurance,
banking and trusts, we have naturally developed a
specialist knowledge in these areas and the
expertise and advocacy required for highly complex
legal disputes. We can also assist in resolving
disputes through arbitration or alternative dispute
resolution (ADR) procedures.
Insolvency issues can arise at
any time and we can offer clear, practical advice in
a time of crisis. Our lawyers are accustomed to
advising creatively and exploring ways in which to
restructure both local and international businesses
with resorting to liquidation.
Mutual Funds & Investment Services
The mutual fund industry has
grown significantly in Bermuda, Cayman and the
British Virgin Islands bringing about the need for
quality advice to private and public funds.
Milligan-Whyte & Smith has been involved in the
formation of numerous mutual funds, unit trusts and
limited partnerships, many of which are quoted on
stock exchanges around the world.
Initial Public Offerings
Currently there are over 500
publicly listed Bermuda Companies with approximately
50 listed on NYSE and NASDAQ. Bermuda’s close
commercial ties with Hong Kong have resulted in
Bermuda companies constituting more than 50% of the
approximately 750 companies currently listed on the
Hong Kong Stock Exchange. In addition, over the
years Bermuda companies have also been listed on a
number of other stock exchanges ranging from the
Stock Exchange of Singapore to the Toronto Stock
Exchange to the London Stock Exchange.
Milligan-Whyte & Smith is
well-placed to advise companies incorporating in
Bermuda who then wish to list on one of the world’s
larges offshore exchanges. We are particularly
active in this field of law acting for companies in
areas as diverse as insurance, telecommunications,
shipping and biotechnology.
Corporate Finance
Our lawyers are highly
experienced in financing and securities transactions
from major financial markets (such as London, New
York, Hong Kong, Washington and Toronto) to meet the
wide variety of corporate finance needs of our
clients.
Insurance and Reinsurance
Our firm is highly specialized in
insurance and reinsurance law. Our lawyers have
in-depth knowledge of the industry. The firm acts
for major U.S. and European insurance and
reinsurance companies.
Insurance
Bermuda is well known as a forum
for innovative insurance products and prides itself
as being the “world’s insurance laboratory”. The
island has grown to become the third largest
insurance center after New York and London.
Bermuda-based insurers range from large publicly
owned companies to small single-parent captives.
Since 1984 Milligan-Whyte & Smith
has played a role in the development of the
insurance sector, establishing and advising
Bermuda-based insurers on every aspect of their
business. Nowadays, we often called upon to advise
on a variety of new and non-traditional products
such as alternative risk transfer, catastrophe bonds
and weather derivatives. Products are often tailor
made to meet specific needs of insurers or their
clients and an in-depth understanding of the
industry is a must.
Management
China Bermuda Management Ltd is affiliated of Milligan-Whyte
& Smith providing corporate secretarial
services in Bermuda. China Bermuda Management, Ltd
has hundreds of clients whose businesses cover the
whole spectrum of commercial activities.
China Bermuda Management, Ltd
provides a comprehensive range of services which
include:
- The provision of a requisite
Bermuda registered office for client companies.
- The services of a Company
Secretary and, as required, a quorum of Bermuda
Directors, alternate directors, officers, and a
resident representative for the Company.
Other
services rendered include:
- The convening, holding and
minuting , as required, of all directors and
shareholders meetings, and board committee meetings.
- The maintenance of statutory
records (register of members, etc.) and the filing
of statutory declarations and other returns by the
Company in Bermuda.
- Provision of advise of changes
in Bermuda law materially affecting the statutory
obligations of the Company.
- Implementation of Director’s
decisions (e.g. the execution of agreements) and
Shareholder’s decisions (e.g. amendments to a
company’s share of capital)
- Facilitation of banking
arrangements
- Dealing with applications to
the Bermuda authorities
- Provision of advice upon and
implementation of any necessary filings.
- Correspondence with
principals, managers, lawyers, accountants and
auditors and general advice on the basic
requirements of operating a company from Bermuda
- Keeping on file all accounts
of the Company provided to Codan by the Company’s
accountant
- Safekeeping of all pertinent
documents.
