Orangefield acquires Luxembourg's TASL

Orangefield has today announced the acquisition of Luxembourg based TASL S.A. a specialist in accounting, company management and corporate legal services incorporated in 2003 by Stéphane Weyders . This is Orangefield’s fourth acquisition since 2011, and comes only a month after its acquisition of Fidelico in Cyprus. 

TASL’s 15 strong team of professionals will join the 60+ staff in Orangefield’s Luxembourg office.

Orangefield has been growing strongly through a combination of organic growth and acquisition and now has over Euro 10 billion of assets under administration.  

AIB to close Jersey and IOM operations, with 168 job losses

ALLIED Irish Bank is to shut its operations in Jersey and the Isle of Man by the end of next year with the loss of 168 jobs (112 in the Isle of Man and 56 in Jersey).


The troubled Irish banking group says that the closures form part of an overall plan to ‘become a smaller, domestically focused bank’.  The Jersey trust company operations of AIB were sold to Capita last year.

Guernsey to learn its zero-10 fate on 17th April

It has been confirmed that the EU Code of Conduct Group will discuss Guernsey’s zero-10 corporate tax regime at its next meeting on 17 April.

Guernsey is the only one of the three Crown Dependency islands not yet to have received the Code Group’s approval for its zero-10 scheme, and is keen to get the issue resolved as soon as possible, because uncertainty regarding taxation is perceived by many to be a significant bar to new business. 

Guernsey was excluded from the Code Group’s initial review of zero-10 schemes in Jersey and Isle of Man because it committed to undertake a formal reassessment of its corporation tax regime, with a view towards possibly replacing it with a new system.  This plan was later abandoned, and so the Island’s corporate tax system is being considered anew by the Code of Conduct Group.

If the Group is happy with Guernsey’s existing taxation arrangements, then it is possible that the island could have its scheme approved by the end of June.  However, the review is no mere rubber stamping exercise. Jersey and the Isle of Man only got their zero-10 regimes approved after changing the rules relating to deemed distributions.  Guernsey is trying to argue that it does not need to make similar changes, because its zero-10 regime is sufficiently different that it already meets the standards.  If it does not succeed with this argument, the finance industry in the Island will be unhappy at the prospect of further delays in clarifying the Island’s corporate tax system.  The local politicians will therefore doubtless be having an anxious Easter.

Vistra acquires FTC Trust in the Netherlands

Vistra continues its rapid expansion with the announcement that it has acquired FTC Trust in the Netherlands, following approval of the deal from the Dutch Central Bank on 14 March 2012. 


Founded in 1990, FTC Trust has offices in Amsterdam, The Hague, Antwerp and Brussels from where it international clients with company formation, management, domiciliation and corporate services.

FTC Trust has nearly 400 clients split between the high net worth and corporate sectors, with 22 staff and an expected turnover in 2012 of nearly €4 million.

The acquisition will bring Vistra's staff numbers in the Netherlands to 60, with FTC Trust expected to be rebranded under the Vistra umbrella during the second quarter of this year.  


Over the past couple of years Vistra has been growing strongly, through a combination of organic growth and acquisitions, and now employs more than 350 professionals in 19 jurisdictions.

Walkers rocked by law firm departures following sale of its trust company

The politics of law firms owning subsidiary businesses have always been complex, as partnerships are far from ideal structures within which to hold valuable capital assets.  It came as no great surprise, therefore, to see Walkers selling its trust company business to Intertrust. 

What has come as something of a bigger surprise is the fall-out for the remaining firm.  7 partners and 3 associates from Walkers’ legal practice have this week jumped ship and joined fierce rival, Maples and Calder.  

Walkers partners Julian Ashworth, Heidi De Vries, Sheryl Dean, David Marshall, Philip Millward and Gwyneth Rees, and senior associates Philip Dickinson, Patrick Head and Lucy Nicklas will all be joining Maples' Cayman Islands office as soon as their existing contracts allow them to do so and the necessary immigration approvals have been obtained. Partner Tim Clipstone will be joining the firm's BVI office. In a relatively small jurisdiction, a move of 9 lawyers in one go will have a significant impact, particularly given that they are all funds lawyers.  It will leave the Walkers fund team very badly depleted.

Reading between the lines of the carefully worded statements put out by both firms involved, it seems that the partners who have left are all salaried rather than equity partners.  As such, they are unlikely to have benefited materially, if at all, from the sale proceeds and will doubtless be unhappy that any expectation of income in the future from trust company business will have disappeared (at least until any restrictive covenants have expired and the firm is free to set up a new fiduciary business).  It does not take a rocket scientist to work out that there will always be winners and losers when a partnership asset is sold, and the most likely ones to feel aggrieved are those who failed to make it to equity partnership in time.  However, other firms have managed the transition in the past without such significant protest and Walkers might have expected to be able to weather any period of unhappiness without such a major loss of manpower.  Walkers must now be reflecting on why their experience has been so different.

The whole situation does demonstrate the need for very careful handling of these situations.  Walkers is not the first offshore law firm to sell its fiduciary business and nor will it be the last.  There are many reasons why law firms do tend to arrive at a point where strategically it makes sense to sell a subsidiary business and it is a tricky balancing act to achieve this without destabilising the parent law firm.  In some cases this may involve sharing sale proceeds outside of the equity partner group, so that there is not such a stark contrast between the winners and losers. In others it may involve a restructuring of the remaining law partnership, as some firms take the view that it is easier to relax the rules on equity participation or other forms of profit sharing if that does not entail giving away an interest in a large capital asset.  And in other cases it is simply a question of excellent communication to explain why, strategically, a sale is the right thing to do, and why the future still looks exciting for those working in the legal practice.  It can be achieved, and has on many occasions.  But it is far from easy, as Walkers’ experience this week has so ably demonstrated.

Vistra opens in Mauritius

Vistra, the rapidly expanding trust and corporate services group, has today announced that it has opened a new office in Mauritius to target the growing opportunities in the region and in particular in the African and Indian markets.

Vistra believes Mauritius offers an excellent gateway for clients seeking investment structuring solutions for African markets,and will also offer significant opportunities to target inbound and outbound investments in the Indian economy.

Orangefield puts a vote of confidence in Cyprus with acquisition of Fidelico

After a torrid period for Cyprus, during which the Island has been battling hard to avoid the need for a bail-out primarily due to its exposure to Greek debt, things at least seem to be looking up a little for the territory as an offshore jurisdiction. 


In February the Russian Duma approved a double taxation agreement with Cyprus which will remove Cyprus from Russia’s “black list” of uncooperative territories. The black list was introduced following an amendment in the tax code which permitted the repatriation of dividends from foreign subsidiaries of Russian companies tax free, but not from countries which were on the black list.  As a jurisdiction which has historically done a lot of its offshore finance business with Russian entities, being on the black list had posed a significant problem for Cyprus.


The comprehensive DTA contains information exchange procedures based on the OECD model and preserves many of the beneficial tax arrangements that had previously existed under the existing Treaty between the two countries.  There is, however, one major change to the pre-existing Treaty which will not be so warmly welcomed by the finance industry and this relates to the taxation of capital gains on the sale of shares in real estate companies. The pre-existing Treaty provides for the country of residence of the selling entity to have the taxing right (e.g. Cyprus for Cypriot companies selling shares in Russian property companies), but under the new arrangements the gains should be taxable in the country where the real estate is situated.  This will not be good news for Cyprus, but there is a “grace period” of four years following the enactment of the DTA during which the new rules shall not apply.   Notwithstanding having had to concede ground on the property issue, it was still very much in the interests of Cyprus to enter in to the DTA and to secure the other Russian business which it conducts.


The DTA was signed as long ago as October 2010 and was (not surprisingly) quickly ratified in Cyprus, but the Russian Federation took some time before doing the same.  Even after the approval by the Duma, the wheels will continue to turn fairly slowly, as the DTA is expected to become effective only in January 2013.  Nevertheless, it is important for confidence in the long term prospects for the jurisdiction, and it appears that the positive message is working, with finance industry businesses continuing to invest in the Island.


Last month Orangefield, the mid-sized fund administrator and corporate services provider, acquired Fidelico, a Cypriot corporate service provider.  Orangefield Group now has approximately two hundred and fifty employees and its confidence in the future of Cyprus will be a welcome boost to the Island’s finance industry morale.