Guernsey and the LSE
Guernsey remains the leader in non-UK listings, in terms of the number of its companies listed/traded on the LSE markets. At the end of 2012, Guernsey had 122 vehicles listed on the combined markets of the LSE.
Takeover Code Changes
On 15 May 2013 the UK Takeover Panel issued its Response Statement to the recent public consultation on amendments to the UK Takeover Code. The principal change (so far as this affects Guernsey companies) is the removal of the residency test in connection with offers of Guernsey incorporated companies listed on a multilateral trading facility (MTF), such as AIM or ISDX Growth Market. With effect from 30 September 2013, the Takeover Code will apply in respect of such companies regardless of their place of central management and control.
AIFMD (Marketing) Rules 2013
On 7 June 2013 the Guernsey Financial Services Commission (the Commission) issued Guernsey's domestic AIFMD (Marketing) Rules 2013, which ensure that any fund or manager based in the Bailiwick of Guernsey wishing to market into the EU/EEA under the private placement regimes from July 2013 will meet the requirements of AIFMD. Consultation has also recently commenced on the proposals for a Bailiwick of Guernsey "opt-in" AIFMD equivalent regime, pursuant to the AIFMD Rules 2013.
The Companies Law
Legislation to amend the Companies (Guernsey) Law, 2008 will be submitted to the States of Guernsey (the legislature) for approval in the near future. Proposed changes include extending the range of persons who can incorporate companies in Guernsey to include Advocates, accountants and most Guernsey regulated entities; greater flexibility in certain areas including company names (alternate non-Roman script names being permitted); the restriction on the type of bodies corporate which can amalgamate will be removed; accounting requirements for protected cell companies will be more flexible; there will be express provision permitting the distribution of paid up share capital; directors will have additional powers to issue shares; and the consideration certificate requirements on the issue of shares will be abolished.
Certain transitional provisions have been extended until 31 December 2015 giving breathing space for pre-2008 companies which are considering whether to amend their articles after the implementation of anticipated amendments to the 2008 Law.
A new Foundations Law came into force in January 2013, giving clients the option to establish trust-like structures through a mechanism which is more familiar to civil law jurisdictions.
Control of Borrowing
The ordinances requiring prior consent for certain transactions involving borrowing and capital raising in the Bailiwick of Guernsey were repealed in February 2013. The primary legislation and enforcement provisions remain in place.
The Competition (Guernsey) Ordinance, 2012 came into force on 1 August 2012 and implements the operative provisions of the Guernsey competition legislation. The Ordinance regulates the three central elements of competition regulation, namely the abuse of a dominant position, anti-competitive arrangements and merger control. The merger control provisions will be triggered if the combined applicable turnover arising in Guernsey and Jersey of the undertakings involved in the transaction exceeds £5m and two or more of the undertakings involved each have an applicable turnover arising in Guernsey which exceeds £2m.
Open-ended Funds and Proposed Changes to the Class B Rules
A consultation on proposed changes to the Collective Investment Schemes (Class B) Rules 1990 was undertaken in 2012. The final form of the rules have been issued and will come into operation on 2 January 2014. In addition to a general update and inclusion of guidance notes, a notification regime will replace the requirement for formal approval by the Commission in the case of certain proposed changes to a Class B scheme.
The Privy Council has approved two of the three Guernsey laws required to create the Channel Islands Aircraft Registry, based in Guernsey. The third law is expected to be approved by the Privy Council in October or November 2013 with an anticipated launch date in the fourth quarter of 2013. The Aircraft Registry will serve private aircraft, business aircraft not used commercially and lessors with aircraft in between leases. The nationality mark is '2', which offers unique identity opportunities.
Regulatory and Supervisory Legislation Review and Consolidation
The Commission has issued a consultation paper on consolidating and revising the regulatory and supervisory legislation for which it is responsible. The development of the legislation aims to create a single, streamlined, overarching set of policies, procedures and controls for supervision of the finance sector.
The Limited Partnerships Law
Proposals to amend the Guernsey limited partnerships legislation continue to be considered, including provisions which would permit migrations, mergers and protected cell structures similar to the equivalent provisions under Guernsey companies law.
An updated consultation document was recently considered by the States of Guernsey and resolutions passed for amended legislation to be drafted. It is anticipated that this and other proposed legislative changes noted above will offer further structuring opportunities in Guernsey.