This briefing note provides an outline of the different processes of voluntary and compulsory winding up under the Companies (Guernsey) Law, 2008 (as amended) (the “Law”). It does not cover striking off companies or the specific provisions on winding up of protected cell companies and incorporated cell companies. Further information on the effect of the Law on the winding up of these company structures can be found in our separate briefing notes on those subjects.

The mechanics of a voluntary winding up

1 / FEBRUARY 2017 | Cell Companies in Guernsey BRITISH VIRGIN ISLANDS CAYMAN ISLANDS GUERNSEY JERSEY CAPE TOWN HONG KONG LONDON SINGAPORE WWW.CAREYOLSEN.COM FEBRUARY 2017 INVESTMENT FUNDS & INSURANCE CELL COMPANIES IN GUERNSEY 2 / FEBRUARY 2017 | Cell Companies in Guernsey INTRODUCTION This note summarises Guernsey law relating to protected and incorporated cell companies. For more detailed information on protected cell companies and incorporated cell companies please see the separate briefing notes on each.

This briefing note describes the key features of the incorporated cell company (“ICC”) and summarises the formation, structure and liquidation procedures particular to this type of company.

Key features

The BVI Commercial Court (the Honourable Justice Davis-White QC [Ag]) has recently ordered the appointment of liquidators over Pacific Andes Enterprises (BVI) Limited, Parkmond Group Limited, and PARD Trade Limited (the “Companies”), three BVI incorporated companies forming a key part of the China Fishery Group.

The applications were unsuccessfully contested on the principal ground that the appointment of liquidators would irretrievably damage the prospects of a wider, global restructuring of the Pacific Andes Group.

The U.S. Court of Appeals for the Second Circuit issued its ruling in Marblegate Asset Management, LLC v. Education Management Corp. that provided much needed clarity to creditors and issuers involved in out-of-court restructurings affecting noteholders. The issue for the court was whether Education Management Corp. (“EDMC”) violated the Trust Indenture Act (the “TIA”) when it implemented a restructuring that impaired the rights of one of its unsecured noteholders, Marblegate Asset Management, LLC (the “Noteholder”).

This briefing note provides an outline of the different processes of voluntary winding up and striking off under the Companies (Guernsey) Law, 2008 (as amended) (the “Law”). It does not cover compulsory winding up or the specific provisions on winding up of protected cell companies and incorporated cell companies. Further information on the effect of the Law on the winding up of these company structures can be found in our separate briefing notes on those subjects.

Voluntary Winding Up

ITALY

BANCA MONTE DEI PASCHI DI SIENA SpA

Monte dei Paschi di Siena (“Monte Paschi”) founded in 1472 and said to be the oldest bank in the world is, at the time of publication, in a race against the clock to raise EUR 5 billion in capital by the end of December to avoid either a state bail-out or potentially being wound down by the European Central Bank (“ECB”).

On 1 December 2016, the current president and Socialist leader, Francois Hollande, decided not to seek a second term as President of France. Mr. Hollande is the first French President to decide not to run for a second term.

In three recent decisions the courts have examined the limits on a liquidator’s ability to obtain court orders compelling third parties to provide documents held by them, as well as deciding on the recoverability of costs incurred by third parties complying with production orders that are made against them.

When a fund fails, the disappointed investors’ sole hope of recompense often rests on the fund’s liquidators gathering in and distributing pari passu as many of the fund’s assets as possible. On the other hand, those investors who successfully redeemed shortly before the fund’s collapse might regard the liquidators’ efforts with a degree of concern.