Lewis Winthrop

Real estate continues to dominate as an asset class for many investors. We have a strong track record in financing commercial real estate acquisitions, mainly in New York and the UK and the London prime market. We act for some of the key lenders in this area. Our clients include banks, funds, alternative lenders, private equity houses, private investors, hotel consortiums and family offices. Locally, we have worked on the funding of some of the most prestigious buildings in our jurisdictions.

We advise company boards in relation to both the non-contentious and contentious aspects of shareholder relations with a focus on corporate governance to prevent contentious issues arising. 

We can assist with:

• documenting shareholder meetings, notices, minutes, resolutions
• governance issues including shareholder agreements, disputes, veto and deadlock
• compliance with corporate laws and risk managements, including legal advice on shareholder duties and obligations
• reorganisation of share capital
• advising the Board and shareholders in relation to company plans and activities such as mergers, joint ventures, asset sales and reorganisations
• shareholder activism and disruption of company meetings 

Regulation and legal risk management are placing increasing burdens on companies and businesses in terms of time, costs and resources, and the consequences of getting this wrong can be severe.

We can assist with all regulatory and compliance issues in Jersey, Guernsey, BVI and Cayman including:

• anti-money laundering and proceeds of crime legislation
• FATCA and CRS reporting
• licensing
• economic substance
• beneficial ownership
• sanctions
• tax information exchange requests
• AIFMD

Additionally we can help with regulator investigations and visits, enforcement and remediation including representation before regulators, tribunals committees and courts. We have an excellent record in defending corporates and their directors and officers in regulatory proceedings.

Please view our Regulatory page for more information. 

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Good corporate governance and a sound understanding of directors duties is critical. Regardless of size, establishing a best practice approach should be fundamental to all boards.

The board of directors are responsible for ensuring the company achieves its objectives and the corporate governance framework they adhere to should underpin their accountability to the company and its members. We advise company boards at all stages in the corporate lifecycle, in solvent and insolvent scenarios.

We have also acted on some of the largest pieces of litigation brought against directors offshore.

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Offshore vehicles are used for a huge range of purposes either standing alone or as part of large multi-jurisdictional structures.

Our highly commercial team specialises in advising clients on the most effective uses of such vehicles and their on-going operation, including normal and cellular companies as well as foundations, unit trusts, limited partnerships, limited liability partnerships, segregated portfolio and restricted purpose companies.

We are able to advise what jurisdiction among the 'Big Four' that we advise on will best suit our client's needs and regularly advise on solvent restructuring by way of merger, consolidation, continuation or balance sheet optimisation as well as court based corporate procedures such as schemes and plans of arrangement.

With our mix of non-contentious and litigation restructuring specialists, Collas Crill offers the unique advantage of having being able to provide a team to seamlessly take a transaction from start to finish. 

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We can assist with reviewing and simplifying the most complex of corporate structures and, where appropriate, help implement more efficient structuring solutions including change of jurisdiction where appropriate.

For more information on relocating, continuing or migrating your company from one jurisdiction to another, please click here.

We regularly act in relation to significant mergers and acquisitions activity in our jurisdictions, whether as lead counsel for strictly local matters or as part of an international team for multi-jurisdictional transactions.

In addition to the negotiation of transaction documents, we assist clients with disclosure and due diligence exercises as well as obtaining competition authority clearances. Our focus is a practical one; looking to allow clients the certainty to conclude a deal in the knowledge that their risk has been identified and mitigated appropriately.

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Our experienced team will handle the due diligence process, from initial requests for information and documentation, transitioning to the review phase, making further requisitions as necessary and producing a comprehensive due diligence report setting out key issues and areas for risk mitigation.

We provide expert legal support on both local and cross border amalgamations of regulated and unregulated companies and work closely with our dispute resolution team on local schemes of arrangement.

Whether set up for asset protection purposes, as part of succession or tax planning, or for family governance or confidentiality reasons, offshore private wealth structures are common and often large and complicated.

We assist wealthy individuals, family offices, family-controlled businesses and entrepreneurs, often working alongside their trustees, bankers, tax advisors, accountants and other professional advisers, with the legal support needed within private wealth structures. We work with a broad range of vehicles including family investment companies, family limited partnerships, trusts and foundations.  

We can assist with all legal aspects of establishing, operating, restructuring, funding/leveraging, relocating and winding up such vehicles.  

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We can assess the viability of administrative or company restoration based on the specific circumstances and offer insights into other potential courses of action, including the possibility of initiating a new company.

We advise clients on regulations and requirements in the BVI, the Cayman Islands, Guernsey and Jersey in relation to anti-money laundering (AML) and combating the financing of terrorism (CFT) to help them ensure they meet their obligations.