mourant.com 2021934/73089611/3 GUIDE Protected Cell Companies Last reviewed: January 2023 Contents Introduction 2 What is a PCC and what is it used for? 2 Advantages and disadvantages of a PCC 2 Formation of a PCC 2 What are cellular assets? 3 What are core assets?

Broadly, the end of life options for a solvent Cayman Islands company are either a voluntary liquidation or a strike-off. The appropriateness of either method will depend on the business history of the company and its current financial position. The company should ideally have no assets or liabilities before the commencement of either option.

Preliminary steps

Before commencing the dissolution process, it may be necessary to take some preliminary steps, such as ensuring that:

This Update provides an overview the recent changes to Guernsey's insolvency regime affecting voluntary liquidations.

Introduction

The Companies (Guernsey) Law, 2008 (Insolvency) (Amendment) Ordinance, 2020, which amends the Companies (Guernsey) Law, 2008 (the Companies Law) came into force on 1 January 2023. It is supported by the first set of Insolvency Rules (the Rules) which came into force on the same date.

This Update provides an overview of the key changes concerning voluntary liquidations.

This Regulatory Update provides a snapshot of the key legal developments in the BVI and the Cayman Islands over the last quarter – including amendments to BVI business company fees, the introduction of the BVI Virtual Asset Service Providers Act, and an update on the list of director names which is now publicly available in the BVI. It also contains a reminder of the January 2023 filing deadlines in the Cayman Islands, amendments to the Cayman LLC legislation and details of the highest possible rating given to the Cayman Islands by OECD for effectiveness of AEOI regime.

The Grand Court of the Cayman Islands has issued its first judgment appointing Restructuring Officers under the new section 91B of the Cayman Islands Companies Act, which came into force on 31 August 2022.

Introduction

Since the United Kingdom implemented the National Security and Investment Act in January 2022 ("NSI Regime"), there has been a significant increase in state intervention in, and review of, business transactions in the United Kingdom, including for international transactions involving targets with limited activities in the United Kingdom.

Amendments to Guernsey's corporate insolvency legislation give liquidators more investigative powers and permit liquidators and administrators to set aside transactions at undervalue.

One of the most powerful investigative weapons in any liquidator's armoury is the ability to compel the production from third parties of information and documents regarding the affairs of the company. Until recently, the precise scope of the liquidator's ability to seek production of such information or documents in Guernsey has been uncertain, relying on ill-defined common law powers.

The Royal Court in Guernsey will soon be able to wind up foreign companies.

Recent changes to Guernsey's insolvency regime will mean that, for the first time, foreign companies can be compulsorily wound up in Guernsey.

Long-awaited amendments to Guernsey's corporate insolvency legislation will come into force on 1 January 2023.

Introduced by the Companies (Guernsey) Law, 2008 (Insolvency) (Amendment) Ordinance, 2020, the provisions are aimed at further improving and updating Guernsey's corporate insolvency regime. The amendments stem from a wide-ranging consultation finalised in 2017 and represent the most significant development of Guernsey's insolvency law since 2008.

The amendments introduce a number of key changes to the law:

Liquidation

Perhaps given the relative rarity of solvent-debtor cases during the nearly 45 years since the Bankruptcy Code was enacted, a handful of recent high-profile court rulings have addressed whether a solvent chapter 11 debtor is obligated to pay postpetition, pre-effective date interest ("pendency interest") to unsecured creditors to render their claims "unimpaired" under a chapter 11 plan, and if so, at what rate. This question was recently addressed by two federal circuit courts of appeals. In In re PG&E Corp., 46 F.4th 1047 (9th Cir.