Isle of Man

Our banking specialists have many years’ expertise of advising Isle of Man-regulated and international banking groups regarding a range of Isle of Man legal and regulatory issues, including liaising with regulators and the preparation and review of customer documentation.

• Advised several major European lenders in respect of the restructuring and re-financing of a group of Isle of Man incorporated SPVs owning in excess of £1bn of London real estate assets.
• Advised and assisted with the establishment and winding-up of an Isle of Man purpose trust structure utilised by two major investment banks to acquire and dispose of debt secured on a high-end Monaco residential development.
• Advised NAMA (National Asset Management Agency) in respect of several distressed loans to Isle of Man incorporated entities, including the consideration of enforcement options, the appointment of receivers and taking of additional security.
• Advised HIRO Group on re-financing (by AIG) of existing funding arrangements with Aviva relating to the client’s extensive portfolio of leisure properties (hotel, cinema, restaurants) in London’s West End.
• Advised a company (listed on the MDAX index) in relation to its provision of a short-term secured term loan facility of circa €324,000,000 to part-finance the acquisition by a BVI-incorporated property management company (from a consortium of Middle Eastern sovereign wealth investors) of a majority shareholding in an IOM fund (that ultimately holds a portfolio of circa 5,000 residential units in Berlin).
• Advised a private equity real estate fund regarding its acquisition of a UK-wide portfolio of approximately 30 retail, industrial, and office assets for circa £150m and the associated financing with Wells Fargo Bank N.A.
• Advised a private equity real estate fund in relation to its disposal for circa £115m of an IoM corporate vehicle which holds a portfolio of seven distribution/logistics assets.
• Advised a UK clearing bank in relation to the accession of an IoM holding company (and 18 IoM subsidiaries) to an existing £303m credit facility originally advanced to a BVI-incorporated subsidiary of Redefine International Plc.
• Advised a UK clearing bank in relation to the IoM aspects of its advance of £50m to a Guernsey property unit trust and underlying SPVs incorporated in the IoM and Guernsey which hold a portfolio of care homes in the UK.
• Advised a private client regarding the re-financing (circa £280m) of a portfolio of properties (principally hotels) in London.
• Advised a major UK-based hotel investment group in respect of corporate due diligence and financing regarding its proposed £130m acquisition of an Isle of Man SPV owning a central London hotel.
• Advised a leading alternative lender in respect of an investment and development loan facility in respect of the development of several data centres in London Docklands.
• Advised a syndicate of banks in respect of a £300m re-financing of the London Trocadero.
• Advised a major UK-based developer in respect of the financing of several major student accommodation development projects throughout the UK.
• Advised Asia-based business persons on the preparation of a source of wealth statements to satisfy the requirements of the UK/Isle of Man banking systems.
• Advised an Isle of Man-based online payments advisory and consultancy company on its formation, structuring and operations during its start-up and operations phases.

The Isle of Man is a growing international business hub and we advise upon, negotiate, and draft a wide range of commercial agreements for our clients. We have particular expertise in providing and advising on commercial terms for outsourcing service providers, online card payment businesses, e-gamers and online sports bet operators, and companies in the telecoms, IT, space and satellite sectors.

• Advised several Isle of Man banks in relation to standard terms and conditions, facility documentation and security documentation.
• Negotiated the legal and commercial settlement of a long-term consultancy agreement between a Kuwaiti trading company and a multi-national oil company, which resulted in a 20-fold increase in settlement payment to the client.
• Advised Vannin Ventures Limited advising on its commercial contract negotiations with leading multi-national telecommunications providers and their internal and external legal teams.
• Provided corporate and commercial legal advice and support to the Henley Group.
• Participated in a United Nations working group with responsibility for drafting cross-jurisdictional commercial agreements for use in developing countries.
• Advised a leading European system integrator during its development, implementation and operation of an international satellite tracking security service for the Omani national oil company.
• Long-term legal counsel to a telecommunications company and outsourcing service provider, including the drafting and negotiation of commercial agreements with one of the world’s largest online poker companies.
• Oversaw the establishment of an e-gaming client, successfully helping them through the licensing process, assisting them with bringing their product to market, and entering into a wide range of commercial agreements with global sports teams.
• Advised an Isle of Man-based international consultancy and advisory business on its rebranding and new terms and conditions.
• Provision of advice to various clients in relation to data protection requirements and the implementation of GDPR.
• Provided general commercial advice to a number of Isle of Man-based e-sports and online gaming companies including preparation of T&Cs, EULAs, and IP licensing arrangements.

We provide a full range of market-leading Isle of Man corporate legal services, with our clients ranging from local start-up businesses to international groups and global financial institutions. The Isle of Man team have wide expertise in the establishment, sale, merger, acquisition, and complex restructuring of all types of Isle of Man companies, partnerships and funds, including regulated and listed vehicles. We also work closely with a wide network of international legal and tax advisers, including leading City law firms and accountancy practices.

• Acted for a Jersey Regulated Fund in its re-domicile to the Isle of Man and subsequent listing (as an unregulated CEIC) on ISDX. Acted for the Issuer in respect of a £3.5 billion debt listing on TISE (IOM branch).
• Advised an Isle of Man and UK-based blockchain and EFT business during its seed round and subsequent investment rounds.
• Acted on the Isle of Man aspects of a premium segment listed Isle of Man company in respect of its £4bn acquisition of a high-street bookmaker including advising on the financing aspect of the transaction.
• Advised several Isle of Man banks in relation to standard terms and conditions, facility documentation and security documentation.
• Acted for both investor into a trade finance company and a trade finance company in relation to their on-lending to clients.
• Advised a UK investment bank in relation to Isle of Man licensing requirements and the Isle of Man law aspects of the purchase documentation for various loan books.
• Advised an Isle of Man-based investment platform on the application of MIFID II to its business.
• Acted for the purchaser of shares in an OGRA licence holding company.
• Advised on the proposed private acquisition of a controlling shareholding and the subsequent reorganisation of an Isle of Man close-ended investment company with a substantial European property portfolio.
• Numerous transactional matters, including assisting in the sale of a UK-based data centre portfolio with a deal value of $1.1bn 71,000 square metres.
• Running the bidding and due diligence process which resulted in the sale of two books of business to two separate global corporate service providers.
• Developing and implementing an extensive corporate governance framework and being instrumental in developing a governance-focused culture within the business.
• Remedying a distressed CSP’s book of business, working with the regulator and shareholder to find a mutually beneficial outcome.
• Advised the management team of Gameiom Technologies Limited during the sales of the entire issued share capital of Gameiom Technologies Limited to PlayAGS, Inc.
• Advised the shareholders of Duke Marketing Limited in relation to the sale of share capital, the transfer of a Motor Sport Archive to Motorsports Network, LLC and its leaseback to Duke Marketing Limited; and the preparation of a joint venture shareholders’ agreement for Duke Marketing Ltd and related agreements.
• Advised Kennedy Wilson UK in respect of its £280m acquisition (via an Isle of Man SPV)of 111 Buckingham Palace Road, Victoria, London (Daily Telegraph HQ).
• Advised a major UK-based hotel investment group in respect of corporate due diligence and financing regarding its proposed £130m acquisition of an Isle of Man SPV owning a central London hotel.
• Advised several major European lenders in respect of the restructuring and re-financing of a group of Isle of Man incorporated SPVs owning in excess of £1bn of London real estate assets.
• Advised various parties in respect of several distressed loan portfolio acquisitions including Rock/Salt.
• Advised and assisting on the establishment and winding-up of an Isle of Man purpose trust structure utilised by two major investment banks to acquire and dispose of debt secured on a high-end Monaco residential development.
• Advised a major UK lender regarding enforcement options and the appointment of receivers and/or administrators in respect of an Isle of Man property unit trust holding approx. 20 UK properties.
• Advised an international trading group in relation to the establishment of an Isle of Man Foundation and the structuring of a group holding company to own and oversee its international business activities.
• Advised a UK-based online global marketplace on its formation, structuring and operations during its funding rounds.
• Advised an Isle of Man-based compliance and regulatory business on its terms and conditions during its start-up and operational phases.

Our Isle of Man litigation team specialises in advising on commercial, land and property, and trust disputes, enforcement and insolvency proceedings, and professional negligence claims. Our focus is on resolving claims as quickly and painlessly and in the most straightforward and cost-effective way possible. If litigation is inevitable, our advice will ensure that you have the most effective representation available.

• Advised numerous clients on freezing injunctions, including ancillary disclosure orders, and Norwich Pharmacal Orders.
• Registered and enforced numerous foreign judgments, including a judgment in the sum of £90m.
• Acted for numerous individuals and entities in recovering substantial debts.
• Advised a shareholder in a claim against three fellow shareholders (who were also holding the shares in trust for the client) for damages in the sum of £500,000 as a result of breach of the shareholders’ agreement, and fraudulently breaching their fiduciary duties and trust by manipulating the valuation of the client’s shares following his resignation from the company. The matter reached a successful conclusion following a lengthy mediation.
• Acted for a defendant in high-profile complex fraud/breach of directors’ duties proceedings alleging fraud against the billionaire director of a publicly listed Indian company with damages claimed in excess of £350m.
• Advised publicly listed claimant companies in complex fraud proceedings in the Isle of Man arising from an alleged Eastern European real estate investment fraud with a claim value in excess of €25m, including negligence claims against the directors and auditors.
• Advised numerous individuals and entities in quasi-fraud claims.
• Advised a company in a claim against its former directors and corporate service provider as a result of a number of fraudulent payments to one of the former directors amounting to over £10m.
• Advised the executors of a billionaire’s estate on an application to seek the court’s direction on the ownership of the deceased’s family home, as a result of a number of failed trusts and an erroneous conveyance made in the deceased’s lifetime.
• Advised the executors of an estate, valued at over £20m, in defending a claim over the validity of a will and allegations of undue influence.
• Advised a number of clients in Beddoe Applications and applications seeking the directions of the court.
• Advised a company in defending a claim brought by an online gambling company and counterclaiming for approximately £12m.
• Acted for the claimants in Morris & Morris v Knox Limited and MBL Financial Limited and succeeded on all of the contested points, and in defending the counterclaim for £500,000. Also successfully represented the claimants in the costs application and proceedings, which involved sums that outweighed the amounts at stake in the substantive proceedings.
• Advised a listed company in a dispute regarding a break clause in a lease.
• Advised numerous companies and individuals in landlord and tenant disputes.
• Advised ten individuals and entities who were subject to restraint orders, restraining assets valued at over £15m, following a global investigation. Successfully discharged all of the restraint orders and obtained an order requiring the police to return the assets seized for the criminal investigation.
• Represented a number of clients in confiscation proceedings following guilty pleas to criminal charges.
• Represented a senior advocate before the Advocates Disciplinary Tribunal as a result of a complaint by the Isle of Man Law Society alleging numerous breaches of the Advocates Practice Rules and Advocates Accounts Rules. The advocate retained his practising certificate and received a small fine of £4,500.
• Advised numerous clients in criminal proceedings from police interview to trial.
• Represented an Isle of Man charity in a doleance claim (judicial review) against a planning decision of a Government department.
• Represented a large retailer in an application to the Isle of Man court for a renewal of its business tenancy that was ultimately successfully negotiated.
• Advised the landlord of a commercial letting on specific provisions of its lease and on negotiating an amendment to the lease with the tenant.
• Advised a property management company of a large block of flats on the proper interpretation of a repairing covenant.

Keystone Law Isle of Man is uniquely positioned and structured to be able to meet the demands of its e-gaming clients, whether they are fast-moving start-ups with multiple jurisdictions or globally established organisations.

For our start-up e-gaming clients, we are able to fulfil an ‘outsourced General Counsel’ role that enables us to provide general legal support and advice to the founders or investors in a responsive but cost-effective manner.

Larger, multi-jurisdictional e-gaming clients are able to take advantage of our teams of advisers where needed to provide specific legal advice to the in-house legal teams, such as capital markets advice or multi-jurisdictional intellectual property rights advice.

Our team has the ability to call on over 450 experienced lawyers that are based in the Isle of Man and UK to provide the legal advice that our clients may need, irrespective of where they are in their business cycle. Keystone is able to provide a full range of English, EU and Isle of Man legal advice and regulatory support to its growing list of start-up and globally established e-gaming clients without having to engage different law firms.

• Advised an Isle of Man-based game development group of companies on commercial contracts and private equity investment, including the preparation of: master investment agreement; shareholders’ agreement and related articles of association; software development agreements; software licensing agreement; revenue share agreements; regulatory and licensing agreements; and share option deeds.
• Advised an e-gaming aggregator and content provider during its acquisition by a NYSE-listed, Las Vegas-based gaming company.
• Advised on commercial contracts and provided private equity investment advice for a games developer, distributor and content aggregation company that offers a platform for third-party games, including commissioned content from operators and innovative gaming content and solutions.
• Advised a real-time gaming company in relation to the Isle of Man aspects of its fundraising activities, including issue of convertible debt securities, a Canadian brokered private placement and a potential European private placement of securities.
• Undertook a sponsor licence audit for a renowned gaming organisation and successfully challenged the Home Office when the licence was withdrawn.
• Provided general Isle of Man law advice to a leading sports betting organisation, including the preparation of key commercial agreements to document the rights and obligations of the client’s new business activities.
• Advised a hosting services provider in relation to its entry into a long-term hosting agreement with one of the largest e-gaming organisations in the world.
• Advised an Asia-owned e-gaming business and its Asia-based owners on a successful application for an Isle of Man e-gaming licence and structuring the underlying holding and operating companies.
• Advised an Isle of Man-based e-gaming business, its Asia-based owners and an escrow agent regarding the formation and operation of an escrow arrangement to fund the operation of the Isle of Man licensed e-gaming group.
• Advised an Isle of Man and UK-based e-gaming promotional tool business during its start-up phases.

Keystone’s Isle of Man employment specialists boast the experience and skills our clients need when dealing with any kind of employment-related issue. We ensure that companies have the correct documentation in place to reduce risk and improve employee efficiency, and we advise on issues from redundancy to disciplinaries and grievances, including defending organisations in employment tribunals. We also successfully help individuals on their own employment rights, regularly scrutinising contracts and giving guidance on tax implications.

• Advised an employee in a successful claim against a government department for unfair dismissal and breaches of the Data Protection Act.
• Advised a consultant employee in a whistleblowing claim against the Department of Health and Social Care.
• Advised a former director of a government department on a claim for redundancy.
• Advised a leading corporate service provider in a high-level employment dispute involving sums over £400,000.
• Advised a company that owned a leading Isle of Man restaurant on 12 redundancies following the decision to close the restaurant. This matter also involved successfully defending a claim for unfair/wrongful dismissal.
• Advising an Isle of Man-based international business and its shareholders in relation to potential unfair prejudice and employment matters arising in relation to settling with a departing shareholder founder and employee.
• Advised a senior executive regarding their employment termination following a dispute with an Isle of Man employer, negotiated the terms of a settlement agreement and the terms of a settlement payment, and advised on the removal of long-term restrictions from the settlement agreement that could impact on the client’s ability to seek new employment.
• Represented a complainant in the Employment & Equality Tribunal in a dispute over the jurisdiction of the Tribunal.
• Represented a complainant in the Employment & Equality Tribunal in a claim alleging discrimination relating to protected characteristics under the Equality Act 2017.
• Represented a complainant bringing a protected disclosure (whistleblowing) claim in the Employment & Equality Tribunal in a successful High Court appeal against a disclosure order.
• Reviewed and advised upon a proposed contract of employment.

The Keystone Pensions team advises on occupational and personal pension schemes, both domestic and international. It has assisted on the drafting of Isle of Man pension and tax legislation and sits on IoM government technical committees. The team acts for the largest defined benefit and defined contribution schemes on the Island (including in respect of the Isle of Man Government’s public sector schemes) and advises on all aspects of pensions law including corporate transactions, Ombudsman claims, insured buy-ins and buy-outs, and more generally on the establishment, maintenance, restructuring, and insolvency of pension schemes.

• Acted on the re-domiciling of over US$6bn of pension scheme funds into the Isle of Man.
• Completed the winding-up of various defined benefit pension scheme and effected various insured buy-ins and buy-outs (on a solvent basis).
• Completed a three-way scheme merger to create an occupational pension scheme with aggregate assets of just under £0.9bn and c. 3,400 members.
• Advised upon the establishment and ongoing administration of various international retirement benefit schemes (occupational and personal) for the leading pension administrators in the Isle of Man.
• Acted for the DB occupational pension scheme of Flybe in respect of its insolvent winding-up.
• Advised on equality and age discrimination laws in respect of some of the largest institutional DB occupational pension scheme in the Isle of Man.
• Advising upon the application of the AML & CFT Code as it applies to insurance and pension providers in the Isle of Man.
• Regularly acting in respect of Pension Ombudsman claims (including on behalf of the Isle of Man Government).

We advise individuals, investors, and developers on all aspects of land acquisition and property sales and purchases, both residential and commercial, property development projects, and construction contracts. The team also advise on the grant and renewal of leases and landlord and tenant matters, acting for corporate entities and management companies.

• Acted for high-net-worth individuals and corporate entities in the purchase of freehold and leasehold prestigious properties.
• Acted for local businesses in respect of acquisition of commercial premises including retail premises and hotels.
• Provided residential property advice to client in its acquisition of a local 23-bedroom hotel on Douglas Promenade, Isle of Man, in particular, on the property and title matters.
• Advised on title matters in respect of a desirable piece of prime development land.
• Acted in lease transactions for both landlord and tenants of commercial premises.
• Acted in the provision of new leases, agreements for leases, assignments and licences.
• Acted in setting up leasehold property estate including advising on the structure and provision of management companies and the grant of new leases.
• Advised management companies in respect of leases generally.
• Advises in respect of licences for office suites and car parking spaces.
• Acted for property developers in the acquisition of sites including conditional agreements, options and joint venture agreements.
• Set up residential new-build estates and subsequent sales.
• Provided specialist advice to the trustees of an occupational pension scheme in respect to complex property investment matters.

We advise banks, lenders (including alternative lenders and challenger banks) and borrowers in respect of the financing of Isle of Man entities (companies, partnerships and trusts) including listed vehicles, fund structures, trading companies, and asset-holding SPVs holding a broad range of assets. We have particular expertise in respect of real estate finance, including the preparation and review of loan, security and hedging documentation.

• Advised Clearbell Capital LLP on the acquisition of a Luxembourg SPV which owns the Octagon Retail Park in Stoke.
• Assisted Frogmore Real Estate Partners LLP with the Isle of Man legal elements relating to the client’s acquisition of Lingfield Point (an 85-acre business park in Darlington) from Clearbell Capital LLP, following a recommendation from Clearbell.
• Advised HIRO Group on the re-financing (by AIG) of existing funding arrangements with Aviva relating to the client’s extensive portfolio of leisure properties (hotel, cinema, restaurants) in London’s West End.
• Advised a private equity firm in relation to its disposal of an IoM corporate vehicle which holds a portfolio of boutique serviced-office accommodation in London, including associated intragroup restructuring and required amendments to existing senior and mezzanine finance arrangements.
• Advised a private equity real estate fund regarding its acquisition of a UK-wide portfolio of approximately 30 retail, industrial and office assets for circa £150m and the associated financing with Wells Fargo Bank N.A.
• Advised a private equity real estate fund in relation to its disposal for circa £115m of an IoM corporate vehicle which holds a portfolio of seven distribution/logistics assets.
• Advised a UK clearing bank in relation to the accession of an IoM holding company (and 18 IoM subsidiaries) to an existing £303m credit facility originally advanced to a BVI-incorporated subsidiary of Redefine International Plc.
• Advised an international specialist bank in connection with its advance of a £23.5m loan to an IoM vehicle (established by a leading UK commercial property developer) in connection with its development of student accommodation in Cardiff.
• Advised a UK clearing bank in relation to the IoM aspects of its advance of £50m to a Guernsey property unit trust and underlying SPVs incorporated in the IoM and Guernsey which hold a portfolio of care homes in the UK. {Sally Cranshaw]
• Advised a private equity firm in relation to its acquisition of a mixed-use site in Darlington for circa £45m and associated re-financing post-acquisition.
• Advised a company (listed on the MDAX index) in relation to its provision of a short-term secured term loan facility of circa €324,000,000 to part-finance the acquisition by a BVI incorporated property management company (from a consortium of Middle Eastern sovereign wealth investors) of a majority shareholding in an IOM fund (that ultimately holds a portfolio of circa 5,000 residential units in Berlin).
• Advised a private equity firm in respect of the acquisition of two separate SPVs incorporated in Luxembourg (office accommodation in Birmingham and a retail park in Stoke – aggregate price of circa £50m), their associated re-domiciliation to the IoM and subsequent re-financing.
• Advised a global real estate investor in relation to the provision of senior bridge and mezzanine loan facilities (combined circa £43m) to which several IoM companies acceded and the subsequent amendment and restatement thereto when the facility was (partially) re-financed by a key UK institutional lender.
• Assisted Frogmore Real Estate Partners LLP with the Isle of Man legal elements relating to the client’s acquisition of Lingfield Point (an 85-acre business park in Darlington) from Clearbell Capital LLP, following a recommendation from Clearbell.
• Long-term legal counsel to a UK-based private equity property development and property investment company.
• Advised Kennedy Wilson UK in respect of its £280m acquisition (via an Isle of Man SPV) of 111 Buckingham Palace Road, Victoria, London (Daily Telegraph HQ).
• Advised a major UK-based hotel investment group in respect of corporate due diligence and financing regarding its proposed £130m acquisition of an Isle of Man SPV owning a central London hotel.
• Advised a major UK-based developer in respect of the financing of several major student accommodation development projects throughout the UK.
• Advised several major European lenders in respect of the restructuring and re-financing of a group of Isle of Man incorporated SPVs owning in excess of £1bn of London real estate assets.
• Advised a leading alternative lender in respect of an investment and development loan facility in respect of the development of several data centres in London Docklands.
• Advised a syndicate of banks in respect of a £300m re-financing of the London Trocadero.
• Advised a major German bank regarding a £300m loan facility in respect of the re-financing of a landmark London riverside hotel.
• Advised various parties in respect of several distressed loan portfolio acquisitions including Rock/Salt.
• Advised and assisting on the establishment and winding-up of an Isle of Man purpose trust structure utilised by two major investment banks to acquire and dispose of debt secured on a high-end Monaco residential development.
• Advised NAMA in respect of several distressed loans to Isle of Man incorporated entities, including the consideration of enforcement options, the appointment of receivers and taking of additional security.
• Advised a major UK lender regarding enforcement options and the appointment of receivers and/or administrators in respect of an Isle of Man property unit trust holding approx. 20 UK properties.
• Advised Asian-based business persons on the formation of an Isle of Man trusts to hold their business and personal assets.

The Keystone Isle of Man Trusts team is experienced in dealing with large and complex contentious trust cases, and most of the work undertaken in this sector is multi-jurisdictional.

• Represented clients in their successful challenge of the use of the Chancery Procedure in contentious trust litigation.
• Advised and represented clients in the removal of an executor of a deceased’s estate.
• Represented clients in their defence of claims of proprietary estoppel and common intention constructive trust.
• Advised a beneficiary on a court application for the rectification of a mistake in a trust deed.
• Advised beneficiaries of a trust on the efficacy of a ‘no-contest’ clause in a trust deed.
• Advised beneficiaries on indemnities requested by a retiring trustee on the ending of a trust’.
• Advised a trustee on a court application for relief from a mistake under the Isle of Man statutory equivalent to the ‘Rule in Hastings-Bass.
• Advised a trustee on disclosure obligations to beneficiaries.
• Advised a shareholder in a claim against three of his fellow shareholders (who were also holding the shares in trust for the client) for damages in the sum of £500,000 as a result of breach of the shareholders’ agreement, and fraudulently breaching their fiduciary duties and trust by manipulating the valuation of the client’s shares following his resignation from the company. This matter reached a successful conclusion following a lengthy mediation.
• Advised the executors of a billionaire’s estate on an application to seek the court’s direction on the ownership of the deceased’s family home, as a result of a number of failed trusts and an erroneous conveyance made in the deceased’s lifetime.
• Advised the executors of an estate, valued at over £20m, in defending a claim over the validity of a will and allegations of undue influence.
• Advised a number of clients in Beddoe Applications and applications seeking the directions of the court.