Conyers Private Client & Trust Newsletter

conyersdill.com
UPDATE
ISSUE NO.1
PRIVATE CLIENT & TRUST
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE
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Inside our inaugural issue we feature the first Hasting Bass Ruling, recently delivered
by the Supreme Court of Bermuda, a case update that reaffirms the Bermuda Court’s
approach to confidentiality, key advantages of establishing a family office in Bermuda,
and a look into a recent case relating to the power given to trustees to appoint whole
or parts of the capital of a trust.
/ Inside this issue
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Bermuda presents a number of benefits for
high net worth and ultra high net worth
individuals looking to domicile their wealth,
as a result the jurisdiction’s Private Client &
Trust sector has increased steadily over the
years.
Recent data provided by the Bermuda
Business Development Agency, in 2015,
reported that US$187.2 billion are under
trusteeship and administration on the
Island, an increase of 50% over 2013 1 .
Conyers Dill & Pearman’s Private Client &
Trust (“PC&T”) practice is a leading
authority in this sector. The Firm’s PC&T
team is one of the largest and most
experienced offshore practices, and
continues to be ranked as Band/Tier 1
among leading global directories.
WHY
BERMUDA?
The Firm comments regularly on notable
trust disputes that have taken place in the
Bermuda Courts, are regular speakers at
industry events and are called upon to
offer insightful views on trends affecting
the region. This publication will draw on
that commentary, and is arranged to digest
key cases, as well as provide clients and
colleagues with legislative updates and
editorial features.
1
2013 represents the last year the sector was surveyed by the
Bermuda Business Development.
3 |

KEY ADVANTAGES OF
ESTABLISHING A FAMILY
OFFICE IN BERMUDA
Bermuda offers the ideal
base for the contemporary
family office and high net
worth individual. As a
respected international
financial centre, Bermuda
provides several
advantages for those
looking to establish on the
Island, including: ease of
acquiring residence and
other permits, the various
structures that can be used
to hold assets and the
accommodating legal and
regulatory regime. These
advantages are discussed
in detail on pages 4-8.
Ease of
acquring
residence
Persons wishing to reside in Bermuda
have three options:
1. THE RESIDENTIAL CERTIFICATE
This certificate allows a person to reside
in Bermuda indefinitely if the person is
globally retired, over 50 years old and
owns property in Bermuda (the
Government recently reduced license
fees for non-Bermudians’ purchase of
Bermuda property).
2. PERMISSION TO RESIDE ON AN
ANNUAL BASIS
A person wishing to reside in Bermuda
can also apply to the Minister of Labour
& Home Affairs for permission to reside.
They must compete an application form
providing certain personal information.
Permission to reside will normally be
given for up to 12 months in the first
instance and may be renewed.
3. WORK PERMIT
Work permits allow a person to live
and work in Bermuda for a specific
period of time. In an effort to encourage
businesses to move to the Island, the
Government has recently introduced
reforms that have included the
introduction of new work permit
categories and a more streamlined
application procedure for key positions
in companies. Senior Executives of
designated companies can apply for a
Permanent Resident Certificate if they
meet certain criteria.
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Innovative stuctures and
staffing the family office
One of the attractions of establishing a family office in Bermuda is that it offers a wide range
of vehicles which can be used by an international family office to hold assets and employ
staff. These include: private trust companies, exempted companies and partnerships.
PRIVATE TRUST COMPANIES (“PTC”)
• A PTC is a special kind of exempted company. Bermuda
was one of the first offshore jurisdictions to introduce
modern legislation on PTCs, and has over 50 years of
experience establishing and administering them;
• Unlike PTCs in other jurisdictions, Bermuda PTCs have
never been required to be licensed, so the incorporation
and conduct of their affairs have been (and remains)
straightforward and efficient; and
• PTCs have several advantages for private clients and their
families. An example of which includes, allowing greater
involvement in trust administration through board
representation. The board representation could be the
settlor, his/her family or his/her professional advisors.
EXEMPTED COMPANIES
Where the owners are predominantly non-Bermudian, an
“exempted” company will be used. Exempted companies
can be limited by shares or by guarantee. Other features of
exempted companies, include:
• holding property and securities of any kind without
restriction, except certain Bermudian real estate;
• needing a registered office in Bermuda, a local corporate
services provider or law firm can provide this if necessary;
• not requiring a resident director if there is a Bermuda
resident secretary or resident representative, sole and
corporate directorships are permitted;
• incorporating sophisticated entities such as mutual fund
companies, segregated accounts companies, limited
duration companies and private act companies;
• not having to pay corporation, income or capital gains
tax or (except in relation to local property) stamp duty;
• not being subject to Bermuda exchange controls; and
• ease of set-up; while there are no shelf companies in
Bermuda, companies can, generally, be set-up within a
day or two with fairly low establishment and ongoing
regulatory fees.
PARTNERSHIPS
• Partnerships predominantly owned by non-Bermudians
will be “exempted partnerships”. They may be formed as
general or limited partnerships.
• The partners in a general partnership have unlimited,
joint and several liability for all debts and obligations of
the partnership (including the torts and frauds of the
other partners).
• Liability can effectively be limited by ensuring that all
partners are limited liability companies.
• A limited partnership must have at least one general
partner and one limited partner. The liability of the
general partners will be unlimited, as in the case of
general partnerships. However, generally, the liability of
the limited partners may be limited to the capital that
each limited partner has contributed or committed to
contribute.
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Innovative stuctures and
staffing the family office
...continued
• Partnerships in Bermuda can elect to have separate legal personality.
• They can generally be set-up in two to five business days.
• No income or capital gains tax is payable by exempted partnerships,
and they will generally be exempted from stamp duty (except in
relation to local property). Exchange controls do not apply to them.
STAFFING OF THE FAMILY OFFICE
Bermuda offers attractive options in regards to staffing. There is no
income tax, and payroll tax is fairly low (no more than 14%, generally
split between employer and employee). This makes it easier to attract
international staff. In fact, recent changes to immigration laws have
made it easier than ever to transfer staff from overseas.
In addition, Bermuda has a deep pool of talent. Employment agencies
can assist in finding secretaries and support staff to manage family
offices.
Further, for family offices wishing to outsource functions, there are a
range of respected local businesses that offer company and trust
management services.
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Respected regulatory and disclosure
Bermuda’s modern regulatory and legal framework, location, political and economic
stability and taxation system have supported the Island’s leading reputation globally.
These advantages are discussed below, as they relate to the family office set-up.
GENERAL REGULATION
Bermuda offers well-established and respected
regulation, overseen by the Bermuda Monetary
Authority (the “BMA”). Bermuda has signed 35 Tax
Information Exchange Agreements, including with the
US (1988) and the UK (2007). It has entered into a
“Model 2” intergovernmental agreement under FATCA
(involving direct reporting to the IRS) and similar
agreements with other jurisdictions are expected to
come into force over the next few years. Additionally,
Bermuda has a robust anti-money laundering regime
overseen by the BMA.
INVESTMENT REGULATION
The Investment Business Act, 2003 governs investment
businesses in Bermuda. It has two exemptions which
are relevant to family offices, being applicable to:
• entities that advise fewer than 20 clients; and
• entities that only accept “sophisticated investors”
or “qualified purchasers” – essentially high net
worth persons and enterprises.
Provided it falls into one or both of the above
categories, a family office will not be subject to any
investment business regulation in Bermuda and could
essentially operate with little restriction, provided it
does not publicise its services to the broader market.
DISCLOSURE & REPORTING REQUIREMENTS
Bermuda’s disclosure and reporting requirements are
highly efficient. There is no requirement to file the
accounts of a private exempted company with any
public authority, and while subscribers must be
included in the Memorandum of Association (a public
document), nominee subscribers can be used. This
means, essentially, shareholdings can remain
confidential.
For partnerships, the names of the general partners
will be a matter of public record, but there is,
generally, no requirement to disclose the names of the
limited partners (except to the other limited partners).
Finally, execution and administration of a trust is a
private and confidential matter. Therefore, there is no
register of trusts in Bermuda.
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Other
benefits of
moving
to Bermuda
LOCATION
Bermuda is easily accessible from the US
with multiple flights to major cities on the
Eastern seaboard. There are direct flights
to London six days a week, and plentiful
connecting flights available via New York
and London. For international families
transacting business in multiple
jurisdictions, Bermuda’s convenient
location makes it possible to work easily
with the UK, Europe and the US.
ARTWORK, SHIPPING AND AIRCRAFT
REGISTRATION
While Bermuda does impose import duties
on items such as artwork, these are far
lower than in other offshore jurisdictions.
Further, Bermuda is a world-renowned
centre for ship and aircraft registration. In
relation to shipping, the Bermuda Ship
Registry is part of the British Register and
a category 1 Member of the Red Ensign
Group. Additionally, for aircraft, Bermuda
offers an efficiently regulated regime and
there are in excess of 700 aircraft on the,
Bermuda Department of Civil Aviation,
which which has been in existence since
1931.
STABLE ECONOMIC AND POLITICAL
ENVIRONMENT
Bermuda has among one of the highest
incomes, per capita, in the world. A British
overseas territory just a few hours from
the major cities of the Eastern United
States, it is socially and politically stable
and English speaking.
TAXATION SYSTEM
Bermuda levies no income, corporate or
capital gains tax, making it a desirable
location for tax planning.
MODERN LEGAL SYSTEM
Bermuda’s legal system is based on
English common law. It also offers
well-developed and flexible trust law
based on the English model, but with
various modern innovations. Bermuda
also has an efficient judicial system in
relation to which the final Court of Appeal
is the UK Privy Council.
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CASE HIGHLIGHTS
FIRST HASTING BASS RULING IN THE BERMUDA COURT
In 2014, the Bermuda Government approved an amendment to
Bermuda’s trust legislation giving the Court a new statutory jurisdiction
to remedy the negative effects or consequences of acts or omissions
made by settlors, trustees and other fiduciaries, otherwise known as The
Rule on Hastings Bass. The new Section 47A of the Trustee Act, 1975
expressly recognises the availability of The Rule on Hastings Bass as it
was understood and applied in England (and other common law
jurisdictions) prior to 2011 and the provision makes it clear that it is not
necessary for the fiduciaries or their advisors to be shown to have been
in breach of trust or in breach of duty in order for the Court to exercise
its jurisdiction. In order for the Court’s jurisdiction to be engaged, the
Court must be persuaded that the power holder had taken into account
an irrelevant consideration or failed to take into consideration a relevant
consideration and, for that failure, the power would not have been
exercised or would have been exercised in a different manner.
The Supreme Court of Bermuda recently delivered its first decision on
Section 47A In the matter of the F Trust and in the matter of the
A Supplement [2015] SC (BDA) 77 CIV (13 November 2015). In this case,
there were two Bermuda trusts, each with a UK resident Trustee: one
Trustee was appointed by the then Trustees; for the other trust, the
Trustee was appointed by the Settlor. No UK tax advice had been
obtained prior to the exercise of the power to appoint the UK resident
Trustee and the Chief Justice of Bermuda accepted that in each case the
conditions had been met to engage the Court’s jurisdiction, as the
power to appoint trustees was a fiduciary power within the meaning of
Section 47A. The Chief Justice also accepted that in each case there had
been a failure to take into account a relevant consideration, in other
words, the UK tax consequences had not been taken into account which
the Chief Justice acknowledged were “financially significant factual and
legal considerations”.
The Chief Justice’s Ruling further highlighted that, in order to invoke the
Court’s jurisdiction, it was not necessary to set out any particular test in
order to justify the Court’s intervention as Section 47A provided the
Court with an unfettered statutory discretion; any particular test should
be applied on the facts of each particular case. The powers of
appointment were set aside as flawed exercises by the power-holders.
THE BERMUDA COURT’S APPROACH TO CONFIDENTIALITY:
REAFFIRMING THE IMPORTANCE OF PRIVACY IN THE TRUST ARENA
- IN THE MATTER OF BCD TRUST [2015]
In this, ex tempore, ruling Chief Justice Kawaley considered the Court’s
approach to confidentiality orders for Chambers’ hearings on trust
matters. Given that applications for confidentiality orders are becoming
increasingly common, indeed standard, in most applications to the
Bermuda Court concerning private family trust matters, the Chief
Justice’s Ruling is of particular current interest. In his brief Ruling, the
Chief Justice considered the balance between “open justice ”, via public
hearings, as per Section 6(9) of the Bermuda Constitution, and
maintaining privacy for those involved in such hearings, which are of a
personal nature to a particular family and could involve, for example,
minor beneficiaries. The Ruling also footnoted Section 6(10) of the
Bermuda Constitution, which sets out circumstances where the Court
can depart from the principle of public hearings.
In the matter of the BCD Trust, the application for a confidentiality order
to seal the file and anonymise the proceedings was described by the
Chief Justice as “well-grounded ”; he approved the order as being
“inherently consistent with the public interest and the administration of
justice generally”.
While this was an ex tempore ruling, it provides helpful authority on the
Bermuda Court’s approach to confidentiality orders and confirms that
the jurisdiction is conscious of the importance of privacy in the trust
arena. Of course, there is no automatic approval of applications for a
confidentiality order in trust related proceedings and such applications
are not generally opposed, but the Ruling can provide comfort to
settlors, trustees and beneficiaries, who are considering applying to the
Bermuda Court, that their privacy will be upheld “where there is no
obvious public interest in knowing about an internal trust administration
matter ”.
IN THE MATTER OF THE NEW HUERTO TRUST, EX P. ROYAL
FIDUCIARY GROUP LIMITED, EASTERN CARIBBEAN SUPREME COURT,
COURT OF APPEAL, BVIHCMAP2013/002, 26 OCTOBER, 2015.
At first instance in Blausten -v- IRC [1972] Ch. 256, (Reginald), Goff J
had to consider (amongst other things) the ambit of a very common
kind of power given to trustees to appoint that the whole or any part or
parts of the capital of a trust be held “upon such trusts…for the benefit
of any one or more of the specified class…and subject to such powers
and discretions exercisable by any person or persons…and generally in
such manner as the trustees shall think fit ”. The power was exercised in
that case by the Trustees so as to appoint that the fund be held upon
exactly the same (discretionary) trusts as existed immediately prior to
the exercise of the power save that (amongst other things not of
relevance) the definition of the specified class was altered so as to
delete a reference to the Settlor’s wife and widow. Goff J ruled the
appointment was “not effective at all ”. He appears to have been led to
that conclusion by focusing on the net effect (and clear intention) of the
appointment – which was, for fiscal reasons, to delete members of the
specified class – but this, he held, “there was no power to do”.
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It will be observed immediately that the asserted lack of power assumes rather
than proves what was in issue, namely, whether a wide power of appointment to
appoint capital on trusts (including discretionary trusts) among one or more of a
specified class contains within it the power to delete members of the specified
class: the fact that there is not separate, express power to remove objects from
the specified class does not conclude that question. For this reason alone,
Goff J had instinctively approached the question
of construction in a purposive way, whereas the
Court of Appeal, both in Muir and Blausten,
approached it more literally and, in each case,
easily found what was done to be within the four
corners of the power.
Goff J’s decision on this point might, with respect to him, be thought deficient.
It might also (had it stood) have been thought decided, per incuriam, in that
Muir -v- IRC [1966] 1 WLR 1269 (C.A.) was not cited to the Court despite being in
point and to contrary effect. In that case it was held that a re-settlement of a
trust fund upon trusts identical with the existing trusts, but excluding a
particular power in the trustees, was within the ambit of a power to appoint “the
whole or any part or parts of the capital of the trust fund to or for the benefit of
all or such one or other of the beneficiaries…and in such manner generally as the
trustees shall…think proper” it being made clear that the trustees might in so
appointing “settle the property appointed in such manner…with such
discretionary trusts or powers of appointment...as the trustees may think fit ”.
Even, bearing in mind, that decisions on points of construction do not generally
create precedents, the relevant clauses and material facts in both cases were
so similar as to have required citation of the earlier case before Goff J and for
Goff J to have either followed or distinguished it.
When Blausten reached the Court of Appeal, Buckley LJ (with whom Orr and
Salmon LJ agreed) differed from Goff J on the question of the construction of
the power preferring the approach of the Court of Appeal in Muir. He said, “…
what was done by the deed of appointment was something which was clearly
within the terms of the power of appointment. It was an appointment under
which the capital was directed to be held upon trusts for the benefit of
members of the specified class, and although the objective of the trustees in
making the appointment may not have been the kind of objective which the
settlor had in mind when he conferred the power of appointment upon the
trustees, the appointment nevertheless in my judgment falls within the power ”.
Goff J had instinctively approached the question of construction in a purposive
way, whereas the Court of Appeal, both in Muir and Blausten, approached it
more literally and, in each case, easily found what was done to be within the
four corners of the power. Since the powers in question are to be found in
countless discretionary trusts, the decisions in Muir and Blausten are of
assistance to the profession as to the likely construction of similar powers and
have over the last 50 years given many trustees and their advisers comfort, if
not the complete indemnity afforded by a court direction, that the common
form special power of appointment to appoint capital on new trusts, including
discretionary trusts, may be used (assuming the other conditions for a proper
exercise of power are satisfied) to appoint on substantially identical
discretionary trusts which differ only in a minor respect from the existing trusts.
That aspect of the decision is not, however, what has interested the leading
textbook writers on trusts (even though it features prominently in the headnotes
of both cases and was part of their ratio decidendi). Both Underhill & Hayton
and Lewin concentrate, rather, on those aspects of the decision which address
the question of certainty of powers since the comments of Buckley LJ on that
issue did not find favour with later judges at first instance (Templeman J in Re
Manisty’s Settlement [1974] Ch. 17 and Megarry V-C in Re Hay’s Settlement
Trusts [1982] 1 WLR 202). It is, therefore, in relation to the subsequent
development of the law relating to powers that Blausten is generally discussed
and, generally, denigrated. This has had the unfortunate consequence that the
wholly uncontroversial and perfectly orthodox decision on construction has
been somewhat buried. That is not to say that it has not been acted on: on the
contrary, trust practitioners in the offshore world in particular (including those
Leading Counsel in Lincoln’s Inn who are consulted by them) are entirely familiar
with the use of powers to appoint on new trusts as mechanisms for effecting
small amendments to either or both of the dispositive (or distributive) and
administrative and management provisions of a trust. It is so familiar and well
established a practice that most would be hard pressed to cite authority for it.
But, if it is possible (or necessary) to do so, it is to be found in the decisions of
the English Court of Appeal in Muir and Blausten which, until very recently, had
never been disapproved judicially on the point.
That position changed, albeit briefly, in late 2013 when the Royal Fiduciary
Group Limited as trustee of the New Huerto Trust, a British Virgin Islands (“BVI”)
discretionary trust, sought the complete indemnity of a court order from the BVI
Commercial Judge confirming that it could use a power of appointment to
execute a deed of appointment, the principal and net effect of which would be
to remove the Settlor from one of the two classes of beneficiaries, there being
no separate, express power to do so. Bannister J held that it could not. He did
so, principally, because he thought the reasoning on the construction point in
Blausten “obviously wrong” and he declined to follow it. He was unmoved by
the assertion that it had been acted on in England by practitioners for 40 years,
since he had not been told that it had ever been acted on in the BVI and his
decision would have no effect in England. He also relied, to some extent, on the
fact that Blausten was not cited by leading practitioners’ works as authority on
the construction point (which is true).
For good measure, however, Bannister J distinguished the power in question, as
a matter of construction, from those under consideration in Muir and Blausten.
The relevant clause provided: “The Trustees stand possessed of the Trust Fund
and the income thereof upon discretionary trusts for the benefit of the
Beneficiaries or any one or more of them exclusive of the others in such shares
and proportions and subject to such terms and limitations and with and subject
to such provisions for maintenance, education or advancement or for
accumulation of income during minority or for forfeiture in the event of
bankruptcy or otherwise and such other conditions as the Trustees may from
time to time appoint by Deed revocable or irrevocable executed before the
Vesting Day”.
Bannister J held that this did not empower the Trustees to appoint on new
discretionary trusts (which the power in Muir and Blausten expressly did) but
gave only “the power to confer beneficial interests…in such shares and
proportions…as the Trustees may from time to time appoint” and the
appointment made, did not create any beneficial interests in that sense.
The Trustee’s application was ex parte and made in the context of a divorce
initiated by the Settlor’s wife (who was not a beneficiary). The Trustee was no
doubt looking for the indemnity of a court order declaring that it had power to
execute the deed of appointment because of a perceived risk of attack by the
wife on the validity of the deed (or criticism from the English Family Division).
Conversely, Bannister J (quite apart from his view of Blausten) seemed
reluctant to afford the Trustee such indemnity in the absence of argument
from the party most inclined to argue invalidity (i.e. the wife) and he expressly
left the Trustee to decide whether to execute the deed and defend any
decision to do so if attacked.
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The Trustee did not find this a satisfactory outcome and, unusually, appealed.
The Court of Appeal of the Eastern Caribbean Supreme Court allowed the
appeal and declared that the Trustee did have power to execute the deed.
The principal reason for doing so was that Muir and Blausten were directly in
point as regards to the construction issue, had not been criticised on that
issue in the standard textbooks and, though not strictly binding on Bannister
J, should have been treated as persuasive by him on, and decisive of, the
construction issue.
However, the Court of Appeal also regarded the matter as one of principle,
as much as authority, in that it saw no reason why, if a trustee can validly
appoint property among two or more objects while excluding one or more
others, it cannot, in advance of appointing any property to the objects of the
trust, use the power of appointment to exclude one of them from benefiting
under the trust. Such appointment (excluding one or more objects) would
result in an increase in the property interests available for distribution to the
remaining objects.
It is greatly to be welcomed that the Court of Appeal has confirmed the highly
persuasive authority of Muir and Blausten in the BVI – such confirmation will
itself be of highly persuasive effect in other offshore jurisdictions (albeit strictly
unnecessary in England).
It is not clear, however, that the Court of Appeal dealt with Bannister J’s
distinction between the power in this case and those in Muir and Blausten.
Bannister J did not have the benefit of adversarial argument (and neither did
the Court of Appeal), but he instinctively discerned that the power under the
New Huerto Trust was read most naturally as, in effect, a power merely to
select objects and determine shares of entitlement. He clearly thought that if a
purported appointment simply repeated the discretionary beneficial provisions
which already obtained and effected no selection of objects and determination
of shares (albeit de-selecting one of the objects), there was simply no
appointment within the ambit of the clause. The remaining objects would not
get anything which they did not have before (i.e. the right to be considered for
an appointment from time to time) and certainly they would not get any share.
Trust lawyers would articulate this instinct in terms of the distinction between
narrow and wide powers of appointment, the former not allowing the creation
of discretionary trusts, the latter doing so (also known as the Re Joicey problem
– see [1915] 2 Ch. 115). It can be seen from the full quotations of the relevant
powers in Muir and Blausten that the powers in those cases were of the wide
sort, allowing for the creation of discretionary trusts. It is, with great respect to
the Court of Appeal, strongly arguable that the power in this case is a narrow
power and that Bannister J was correct both to distinguish it from the powers in
Muir and Blausten and to refuse a declaration that the Trustee had power to
execute the draft deed put in evidence. With the benefit of adversarial
argument, the Court of Appeal may have come to the same conclusion. Since
the only party capable of being adversely affected by the Court of Appeal’s
decision was not party to the proceedings she will not, of course, be bound by
it and will remain free to argue the point afresh should she wish to do so. The
effect of the Court of Appeal’s order is merely to afford a complete indemnity
to the trustee vis-à-vis the beneficiaries and, possibly, to forestall any criticism
from the English Family Division.
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11 |

Global Head of
Private Client and Trust
Alec R. Anderson, DIRECTOR
alec.anderson@conyersdill.com
+1 441 299 4945
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Helen E. Cooper, DIRECTOR
helen.cooper@conyersdill.com
+1 441 299 4956
Anna Bruce-Smith, ASSOCIATE
anna.bruce-smith@conyersdill.com
+1 441 298 7830
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