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.

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.

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.

Our Isle of Man litigation team specialises in advising on commercial 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.

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 350 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.

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. We also offer proactive solutions on any form of employment dispute, all the way to the prosecution of claims in employment tribunals.

The Keystone Pensions team collectively has 40 years’ experience of advising 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.

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.

The Keystone Isle of Man Trusts team collectively has 48 years’ experience and expertise in dealing with large and complex contentious trust cases, and most of the work undertaken in this sector is multi-jurisdictional. We also provide assistance with non-contentious trust issues such as the creation of different types of trust and foundation structures with a wide range of purposes, and the drafting and review of trust deeds and instruments.

• 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.
• Together with specialist UK shipping advisors from Keystone UK, assisted a leading Korean law firm and a leading South Korean asset manager group, in relation to a US$14.5m term facility provided for the re-financing of two crude oil tankers. The facility was secured by Isle of Man flagged vessels which are bareboat chartered out to a major intra-Asia ship-owner. The transaction coincided with the exit of a leading Chinese financial institution.
• 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.
• 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 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.
• 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 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 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.
• Advised an Isle of Man and UK-based blockchain and EFT business during its seed round and subsequent investment rounds.

• 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 including the preparation and negotiation of investor documentation for each of the Henley Group’s investor feeder structures and restructuring and extending and entering into new investor and shareholder loans, documenting the accelerated distribution of sale proceeds to investors, and the sale of Henley properties and entities.
• 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.
• 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.
• Advised blockchain/digital asset companies in relation to aspects of regulation within the Island, and provision of advice in respect of the regulatory requirements of ICO issuing companies.
• Advising an Isle of Man-based technology business in relation to the purchase of a commercial property held in an Isle of Man company.

• 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).
• 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.
• Assisted with the sale of two regulated businesses (both Class 4/5).
• 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.
• Advised DNB Asia Ltd on its US$300m term loan facility provided to an SPV formed by Genting Hong Kong Limited for the purpose of acquiring numerous cruise vessels.
• Acted for Dongpeng Holdings Co Ltd, PW Medtech Group, and Deson Construction International Holdings Limited on their IPOs on the Main Board of the Hong Kong Stock Exchange.
• Acted for Singapore-listed Tsit Wing International on a mandatory cash offer made by an acquirer.
• Acted for GuoLine Overseas Limited in relation to its proposed voluntary cash offer to privatise Guoco Group for US$1.1bn.
• Acted for Joyas International Holdings Limited (Joyas), a Singapore-listed company, in relation to its proposed renounceable non-underwritten rights issue of warrants and convertible bonds.
• 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.
• Together with specialist UK shipping advisors from Keystone UK, assisted a leading South Korean law firm and a leading South Korean asset manager group, in relation to a US$14.5m term facility provided for the re-financing of two crude oil tankers. The facility was secured by Isle of Man flagged vessels which are bareboat chartered out to a major intra-Asia ship-owner. The transaction coincided with the exit of a leading Chinese financial institution.
• Long-term legal counsel to a UK-based private equity property development and property investment company.
• Legal counsel to a UK-based multi-currency bill payment service provider.
• 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.
• Legal advisor to National Bank of Kuwait regarding its implementation of an Internet-based funds supermarket investment service
• 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.
• Provided corporate and commercial legal advice and support to the Henley Group including the preparation and negotiation of investor documentation for each of the Henley Group’s investor feeder structures and restructuring and extending and entering into new investor and shareholder loans, documenting the accelerated distribution of sale proceeds to investors and the sale of Henley properties and entities.
• 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 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 African-based luxury leisure and hospitality business on the acquisition and restructuring of its Isle of Man holding company to enable future growth and investment.
• Advised an Isle of Man-based compliance and regulatory business on its terms and conditions during its start-up and operational phases.
• Advised an Isle of Man-based international consultancy and advisory business on its rebranding and new terms and conditions.

• 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.
• Acted for the 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.
• Successfully represented a firm of advocates in defending a claim brought against it for damages in the sum of £2m, as a result of an alleged breach of contract, breach of fiduciary duty and negligence.
• Advised a shareholder in a claim against three of his fellow shareholders (who were also holding the shares in trust for my client) for damages in the sum of £500,000.00 as a result of breach of the shareholder’s agreement, and fraudulently breaching their fiduciary duties and trust by manipulating the valuation of my client’s shares following his resignation from the company. This matter reached a successful conclusion following a lengthy mediation.
• 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. Also advised the company’s subsidiary in a claim against one of the main banks seeking to set aside a number of charges granted by the former directors to secure a loan from the bank to a former director as part of the former directors’ attempts to disguise the origins of the fraudulent payments.
• 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 the Island’s leading property development company in defending a claim for damages in the sum of £1.5m as a result of an alleged breach of contract for sale.
• 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.
• 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.
• Successfully discharged a Restraint Order that restrained an individual’s assets valued at £400,000.
• Advised a client in discharging a Restraint Order which restrained funds in the sum of £360,000.
• 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.
• Successfully represented a senior advocate before the Advocates Disciplinary Tribunal as a result of a complaint brought by an individual who was the adverse party to his client’s claim.
• Advised numerous clients in criminal proceedings from police interview to trial.
• Successfully claiming damages in a very technical dispute regarding the construction of water treatment works in the Isle of Man, with the claim determined by way of arbitration. The case involved drastically opposed expert evidence regarding the properties of various metals and how they reacted to changes in temperature in order to establish the cause of a crack and the resulting damage.
• Settling a number of high-value personal injury claims involving serious injuries and clinical negligence.
• AB v CD [2016] – Acted for the successful claimant in the first decision in the Isle of Man courts on the Hastings-Bass principle and on the law relating to relief for equitable mistake following its reformulation by the UK Supreme Court in Pitt v Holt. Also dealt with considerations of the need to protect the identity of the settlor, the trustee and the beneficiaries where private family trusts are involved.
• Hafner v H.M. Attorney General and the Australian Securities and Investment Commission and Others – Acted for the Australian Securities and Investment Commission in relation to requests for information and numerous subsequent judicial review proceedings. Also represented the Australian Securities and Investment Commission in related litigation involving Rene Rivkin and Trevor Kennedy.
• LM Moore & OTR v SV Company Limited, Soyuz Victan Group Limited & others – Successfully acted on behalf of the world’s second-largest producer of vodka in discharging a receivership order.
• Barlow Clowes International Ltd v Henwood – Defended charging order proceedings in the sum of £11m brought by the receivers of Barlow Clowes.
• Petrodel Resources Limited v Le Breton – Acted for the Respondent in suc­cessfully defending various appeals brought by Petrodel Resources Limited in the course of proceedings involving registration of judgments, applications to set aside orders for service out of the jurisdiction and winding up proceedings.
• MK Investments and MK Aircraft Leasing – Acted for the Petitioners (as Ad­ministrators of MK Investments Limited and MK Aircraft Leasing Limited ap­pointed under the Insolvency Act 1986) in a successful application to the court for recognition in the Isle of Man of their appointment as administrators under the English Insolvency Act 1986.
• In the matter of the Petition of Skyland Investments Limited (in Receivership) – Acted for the Receivers of Skyland Investments Ltd in a successful application where the court ruled that in order to register a caveat against a property a creditor required evidence of an actual interest in the property.
• Obertor Limited and Gaetano Limited – Acted for Gaetano Limited in successful litigation that determined that a foreign judgment creditor did not need to take steps to register such judgment in the Isle of Man if attempting to utilise the winding-up procedure based upon non-payment of a statutory demand. The Isle of Man court also determined that a purposive and not a literal approach is the method of statutory construction that now prevails.

• 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 blockchain/digital asset companies in relation to aspects of regulation within the Island, and provided advice in respect of the regulatory requirements of ICO issuing companies.
• 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.
• Sole legal advisor to a payment merchant advising on its software agreement, various services agreements, and its software maintenance agreement.
• Advised a leading provider of casino table games, online slots and online platform services that use technologically advanced video slots on commercial contracts relating to commercial relationships with several gaming companies.
• 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.
• Long-term legal advisor to an international data centre and hosting services provider.
• 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.

• 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.
• Brought a successful claim for unfair dismissal before the employment tribunal in a case involving an unfair dismissal procedure and allegations of breach of confidentiality, establishing that it was a breach of the rules of natural justice for the employee to face a disciplinary hearing when improper details of the allegations against them had been provided.
• Advised on a number of company reorganisations, redundancy issues and compromise agreements.
• 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.

• 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) in 2020 and 2021.
• Completed a three-way scheme merger in 2021 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 in 2020.
• Currently acting for the DB occupational pension scheme of Flybe in respect of its insolvent winding up.
• Advised in 2020 on a new 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).

• 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.
• Advised a private client regarding the re-financing (circa £280m) of a portfolio of properties (principally hotels) in London.
• 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.

Contentious Trust Matters

• AB v CD [2016] – Acted for the successful claimant in the landmark decision in the Isle of Man courts on the Hastings-Bass principle and on the law relating to relief for equitable mistake following its reformulation by the UK Supreme Court in Pitt v Holt. Also dealt with considerations of the need to protect the identity of the settlor, the trustee and the beneficiaries where private family trusts are involved.
• Oliver & Others v Fedelta Trustees [2020] – Acted for the successful claimant in obtaining relief for equitable mistake. This case also confirmed for the first time on the Isle of Man that the UK’s Supreme Court case of Pitt v Holt forms part of Isle of Man law. Pitt v Holt clarified the law of mistake and considerations of public policy and introduced a requirement that the Claimant must show that it would be unconscionable to allow the mistake not to be reversed.
• Mr AH v (1) Greyco Limited and (2) ABC Trust Company Limited [2020] – Acted for the successful defendant in defending an application sought by the applicant for the disclosure of trust documents from the Court. The defendant opposed the application on confidentiality grounds.
• 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.

Non-Contentious Trust Matters

• Creation of discretionary trust structures for use by ultra-high-net-worth individuals.
• Creation of discretionary trust structures to ultimately own corporate structures.
• Creation of purpose trusts to create orphan structures including the preparation of all associated documentation.
• Creation of unit trusts including the preparation of associated documentation in the context of structuring investments offshore.
• Creation of discretionary foundation structures for use by ultra-high-net-worth individuals for multiple reasons including philanthropy, divorce and succession planning.
• Creation of discretionary foundation structures to ultimately own corporate structures.
• Redomiciliation of foundations from Panama to the Isle of Man.
• Creation of private trust companies for use as trustees on trust structures including their constitutional documents and commercial agreements with service providers.
• Advising on Private Trust Companies in relation to their Isle of Man regulatory obligations and their obligations under the Isle of Man AML/CFT Code.