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On Thursday, October 16 2008 Conyers Dill & Pearman held their 7th Annual Offshore Law seminar in New York. The event was at the Hyatt Grand Central and attracted over 100 of the city’s financial executives to an evening of legislative updates relating to Bermuda, British Virgin Islands and Cayman Islands and the announcement of Conyers’ Mauritius launch
The Q&A panel session was moderated by the Head of Marketing, Ross Webber who quizzed Partner and Head of the Investment Funds practice Anthony Whaley; Robert Briant, Managing Partner of the BVI office and Nigel Meeson QC, Head of Litigation in the Cayman Islands office.
Much of the discussion was focused on options for corporate structures in distress during these troubling times.
In particular the lawyers discussed the nuances of redemption gates as well as suspending subscriptions and redemptions, highlighting that fund managers must be careful to act within the scope of their documents. A suspension event does not automatically mean that you have to suspend. The Directors and managers should still do what is in the best interests of the company and the investors. This naturally led to a lengthy discussion on Directors’ fiduciary duty. Nigel Meeson, QC discussed scenarios such as whether a Director who is not comfortable with the way in which a fund is being managed and operated should consider resigning. The answers are not always simple, in that the Director should first and foremost consider what is in the best interests of the Company and the investors. Simply resigning and walking away may constitute a breach of their duty to the company. Essentially the Director should at the least try to resolve the issues with the other Directors. If he/she has exhausted all options and then feels that he/she still must resign they must consider all the complexities of notification (who needs to be notified, by whom and when). It is very important to try not to leave the fund in a position where there are no directors.
The seminar was followed by a cocktail reception and the whole evening was described by a prominent legal journalist as “one of our favorite events of New York City’s legal social calendar.”
Following is an excerpt from an article by Ross Todd of The American Lawyer:
“Conyers Dill & Pearman’s Offshore Law Seminar is becoming one of our favorite events of New York City’s legal social calendar. It’s billed as a chance to hear about the latest regulatory and legal happenings in Bermuda, Cayman, and the British Virgin Islands–the offshore jurisdictions where the bulk of Conyers Dill & Pearman’s lawyers operate. But the offshore legal news is really a secondary draw.”