Bedell Cristin Guernsey and Bedell Cristin Jersey have advised Deutsche Bank on the cross-border amalgamation (merger) of one of its licensed Jersey trust company businesses into one of its Guernsey fiduciary licensee companies using innovative new procedures under Jersey and Guernsey companies law.
In order to simplify and consolidate its corporate structures, Deutsche Bank International Trust Co. (Jersey) Limited in Jersey has amalgamated (merged) with Deutsche Bank International Trust Co. Limited in Guernsey to become the same legal entity.
The effect of the amalgamation is that the two companies continue as one and will be subject to the same contracts, obligations and liabilities, and have the same assets, as previously, but instead of operating two similar businesses in two different jurisdictions, only one business will continue going forward which will assist in the day to day management of the combined business.
Prior to the introduction of the new procedures under Jersey and Guernsey companies law, a Jersey company could only legally amalgamate with a Guernsey company if the corporate entity was first migrated (redomiciled) to Guernsey and it then used the amalgamation procedure in Guernsey to legally amalgamate with the Guernsey company, or if it transferred its business to the Guernsey company, both of which processes could be costly and time intensive.
However Jersey and Guernsey companies law, in addition to allowing amalgamations between entities established in their own jurisdiction, now allow companies (and other forms of legal entity) incorporated in those jurisdictions to amalgamate (merge) with other legal entities outside Jersey and Guernsey provided the jurisdiction into which they are amalgamating allows for such amalgamations.
These legislative provisions, which permit a single direct amalgamation of corporate entities from Jersey or Guernsey with an overseas entity, provide for a quicker, more streamlined and cost-effective process than previously.
Andreas Tautscher, Chief Executive of Deutsche Bank in the Channel Islands, said:
“Our Global Trust Solutions business is headquartered in Guernsey supporting the wider Deutsche Bank group whilst our Jersey operation continues to focus on providing banking and custody solutions to financial intermediaries. Furthermore, in Jersey we have a robust corporate and alternative fund services division which we plan to expand into Guernsey. These new procedures have enabled us to merge two legal entities and free up resources to concentrate on meeting the needs of our clients more effectively.”
Corporate partners Tim Pearce (Jersey) and Kate Ovenden (Guernsey) led the transaction and were assisted by Iain Anderson (Jersey) and Tristan Ozanne (Guernsey). Tim Pearce commented:
“We are delighted to have advised Deutsche Bank on its cross-border amalgamation of the two licensed entities in Jersey and Guernsey, which we understand is the first statutory cross-border merger between Jersey and Guernsey. The introduction of the provisions allowing for such cross-border amalgamations again demonstrates that Jersey and Guernsey companies law are modern and flexible enough to meet client requirements in the ever-changing commercial world. This transaction ably demonstrates Bedell Cristin's corporate and commercial expertise in both Jersey and Guernsey.”