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September 2012 Bermuda Re/insurance


There is also a role for Bermuda courts in assisting parties to resolve disputes that arrive in conjunction with arbitration clauses, and we’ve been involved in that sort of dispute too—for example, where parties can’t agree on the identity of the arbitrator, the Bermuda courts can make that determination.


Likewise, there are cases where one party asserts that the contract containing the arbitration clause is void or unenforceable for various reasons—for example because of misrepresentation. They may then commence proceedings in Bermuda to obtain a declaration that the contract is void. Under our legislation, the arbitration tribunal has the power to make a determination on that issue as well, so we get involved as litigators in trying to stop the court proceedings and have the matter referred back to the arbitrators for a decision.


What skills and experience do you bring to arbitration? Kessaram: My experience in litigation goes back to 1986.


Mostly, it’s commercial and corporate litigation and I have around 15 to 20 years of arbitration experience, working with both model law and under the Domestic Arbitration Act we’ve had since 1986.


I’m also a fellow of the Chartered Institute of Arbitrators. I’m one of two partners in the litigation department to have that qualification and we also have a very competent and experienced team of commercial litigators. We’ve handled some weighty cases and I feel confident that we are able to deal with significant insurance and reinsurance disputes.


M&A


Can you tell me about your experience in Bermuda and cross-border M&A?


Ernest Morrison: As a firm, we’ve been involved in just about


every type of cross-border M&A: we have an international client base so when they’re involved in M&A, it is cross-border by definition.


In the insurance industry, we’ve been involved in the majority of the big ticket M&A events in Bermuda including Omega, which we’re still heavily involved with. We’ve been involved in all of their attempts to be sold since and also advised Transatlantic Holdings in the fight to acquire that entity. And as well as advising the parties, shareholders, lenders and the like on a number of M&A matters, we also provide general corporate advice to vendors, syndicates and a variety of acquisition vehicles.


The economic situation hasn’t reduced the intensity of this business, so the extent, depth and variety of our experience continue to grow. There are some gaps between events now, but that’s a welcome bit of breathing space.


“In the insurance industry, we’ve been involved in the majority of the big ticket M&A events in Bermuda including Omega, which we’re still heavily involved with.”


Jonathan Betts: In Bermuda, there are various ways to acquire a company—you have the amalgamation process, which is a well-trodden path, and tender offers, but we now have merger provisions, which gives potential acquirers yet another option. One area I’ve been extensively involved in, for example, is the acquisition of listed vehicles by way of schemes of arrangement. The fact that there are so many ways to acquire companies both in part and in totality is driving M&A activity, and while the market has been slower globally, it’s maintained a steady momentum in Bermuda.


How long have you worked in M&A? Morrison: I came back to Bermuda in 1986 and I don’t think my


feet have touched the ground since.


Betts: I’ve been working in M&A since 2000. I was originally a corporate banking and finance lawyer, then moved into M&A while in the UK. I’ve been in Bermuda since 2004 and with the rest of the team we’ve been involved in a lot of M&A transactions.


What particular skills can CHW offer clients in M&A?


Morrison: Aside from our experience, it’s our approach. We act as a team and rely on the full breadth of talent and experience of our team members. And where necessary, we have at least one of our commercial litigators on call or involved, depending on the issues which may arise on the deal.


We’re not as big as our principal competitors, but we believe that


we can provide a service that is comparable without sacrificing the advantages generated by our approach.


Betts: We’re a relatively small team, but we work closely and


have a broad skill base which we bring together very well. We’re dealing with multinational clients and they expect high quality and quick turnarounds, and that’s what we deliver. Because we’ve demonstrated what we can do, clients keep on coming.


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