Mauritius - IFLR1000

Mauritius
565
Mauritius
Chamber of commerce:
Mauritius Bar Association
102 Chancery House
Lislet Geoffroy Street
Port Louis
Mauritius
Tel: +230 2 08 29 58
Fax: +230 2 12 25 58
Email: varusha@how.intnet.mu
Web: www.barmauritius.com
Professional body:
The Mauritius Bar Association
Chambers
6th Floor PCL Building
43 Sir William Newton Street
Port Louis
Mauritius
Tel: +230 212 6913 8
Fax: +230 208 8351
Web: www.barmauritius.com
The financial hub for
investments in Europe, Africa
and Asia
Assad Abdullatiff and Iqbal Rajahbalee
Axis Fiduciary and BLC Chambers
Port Louis
Set in the middle of the Indian Ocean,
Mauritius is a recognised jurisdiction of choice
for investments from Europe, Africa, the
Middle East and Asia – having been established
as the cross-roads for investments in the
region for more than a decade. Offering an
extensive network of double taxation treaties,
it has a diverse product base – including companies
that may be structured as private or
public, indefinite or limited life, protected cell
and private trust companies, different forms of
trusts and sociétés (partnerships) that may benefit
from low to no taxation. Mauritius’s classification
on the white list of the OECD after
the recent G20 meeting in London reflects an
unblemished track record as an offshore centre
of substance. It has never been on a black list.
This blend of legal and tax opportunities
has made Mauritius home to various forms of
cross-border ventures, global investment funds
and private wealth management structures.
The jurisdiction imposes no tax on dividends,
no withholding tax on interest, royalties and
dividends, no estate duty, inheritance, wealth
or gift taxes, as well as no stamp duties, registration
duties and levies.
Mauritius’s well-established democratic system
has brought political and economic stability,
affording operational security and state-ofthe-art
information and communication technology.
Business operators in Mauritius also
benefit from a convenient time zone, a highlyeducated,
multilingual and professional workforce,
and a business-friendly environment.
Regulatory framework
Mauritius’s political and social organisation is
based on the rule of law and the judicial system
is highly regarded for its independence,
with its apex court of appeal sitting at the Privy
Council in the United Kingdom. The mixed
legal system and its bilingual education makes
Mauritius a bridge between the English-speaking
world and the Francophone areas of Africa
and elsewhere.
The success of Mauritius as a centre for
the provision of financial services owes much
to its longstanding values of integrity and
probity. The jurisdiction prides itself in having
a robust regulatory framework sensibly
balanced with a business-friendly environment.
Mauritius fully supports international
initiatives combating money laundering and
terrorist financing such as the Financial
Action Task Force (FATF), Basel, the
International Organisation of Securities
Commissions (Iosco) and the International
Association of Insurance Supervisors (IAIS).
Its strongest buttress against malpractice is
the adoption of best industry practice in all
business areas.
Ongoing developments
The government of Mauritius has always
understood that in order to keep pace and
preserve its competitiveness, the country
needed to be at the leading edge of innovation
and sophistication. Since the inception
of the financial services sector in 1989,
Mauritius has been proactively reviewing its
legal and regulatory framework as well as its
business environment in line with market
demand. The past four years have been very
fertile in legislative developments relating to
the financial sector. Three major pieces of
legislation were enacted in 2007.
(i) A new Financial Services Act that has
streamlined and consolidated the whole
licensing framework for various non-bank
financial institutions and financial service
providers. The Act has also introduced a new
conceptual approach to global business and
put in place measures to encourage businesses
of substance to set up in Mauritius.
(ii) A Securities Act that has broadened
and deepened Mauritius’ securities industry.
It contains many innovative provisions
designed to enhance the regulatory standards
of the securities market in line with international
best practice and standards, in particular
with the objectives and principles of
Iosco.
(iii) A new Insurance Act that enhances
the regulatory and supervisory framework
for the insurance industry and provides
greater protection to policyholders and other
beneficiaries. The Act provides for the application
of the IAIS standards and principles,
and focuses on specific regulatory issues
relating to capital adequacy, solvency, corporate
governance, early warning systems and
the protection of policyholders.
(iv) The Banking Act has been amended
to allow existing banks to carry on Islamic
banking business.
(v) More recently, an Insolvency Act was
enacted and came into force on June 1 2009.
The Act repeals the previous bankruptcy and
insolvency regime and aims at providing a
more comprehensive picture relating to the
insolvency of individuals and companies. An
array of measures and mechanisms are now
available to meet the various situations of
insolvency or threatened insolvency, providing
security and stability to loan and capital
providers.
(vi) Mindful of the need for enterprises
to obtain financial support, the government
has modified the legislation concerning the
taking of security and charges from borrowers.
In addition, the Global Business
Competitiveness Task Force, which is a permanent
task force consisting of representatives
from the public and private sector, has
been working on the introduction of limited
liability partnerships and private foundations
in Mauritius. A draft Limited Partnership
Bill and Foundations Bill have already been
prepared and circulated to all stakeholders
for comments. It is anticipated that these
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Mauritius | Financial and corporate
two pieces of legislation will be passed during
the current year.
Conclusion
Initiatives on the regulatory front, coupled
with the measures and policies implemented
by the government and continued innovation,
have contributed to making Mauritius a
financial platform that cannot be overlooked
by investors. The combination of having a low
effective tax rate, a business-friendly culture
and good reputation, in addition to being on
the OECD’s white list, makes the country
attractive for investors. No surprise then that
Mauritius tops the ranking worldwide in the
World Bank Doing Business Survey 2009
among small countries and enjoys laudable
mention in the competitiveness survey.
Financial and corporate
Recommended firms
Tier 1
BLC Chambers
Chambers of Sir Hamid Moollan QC
De Comarmond & Koenig
Juristconsult
Uteem Chambers
Tier 2
Banymandhub Boolell Chambers
Benoit Chambers
Études André Robert
Tier 3
Appleby
Basset Chambers
Conyers Dill & Pearman
Études Philips
Madun Gujadhur Chambers
The Law Practitioners Amendment Act is
the most talked about development in the
market. The Amendment was passed in
April 2008 and opened the doors for local
and foreign firms to establish in the country.
A number of local outfits have registered
and two foreign firms, both active in the offshore
hubs of Bermuda, British Virgin
Islands and Cayman Islands, have established:
Appleby and Conyers Dill &
Pearman.
“We expect more foreign firms will follow
... they are already knocking on the door
and, for lack of a better expression, sniffing
around due to the country’s burgeoning
financial sector,” says one local peer. For the
moment this interest has not developed into
more entries due in large part to the global
financial slow down.
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Local firms still have a clear edge when it
comes to Mauritian law. “Doing documentation
etc is all very well but – caveat – you
also need the contact with Mauritian law
and exposure to Mauritian practices,” says a
local peer. This is important given what one
client calls the “pedantic nature of the
Mauritian authorities: they require all the Ts
to be crossed and Is to be dotted,” says one
client.
The Amendment is “good for upgrading,
transfer of know-how, public service ... and
the pros do outnumber the cons,” says a
local peer. Another local peer says “the law
provided a catalyst to get out of the laziness
that Mauritian practitioners have slipped
into” and it will lead to “upgrading structures
to a global level ... though standards
have not yet been forced up and people are
still finding their way round”.
BLC Chambers
Established in 2005, BLC Chambers lawyers
Jean Eric-Sauzier and Valerie Bisasur feature
on a number of the top deals while managing
partner Iqbal Rajahbalee, formerly of
Collendavelloo Chambers, commands a top
reputation. Rajahbalee was the first chief
executive of the Financial Services
Commission and has the experience of having
drafted a lot of the legislation regulating
the offshore sector.
“It is for sure a top firm,” says one peer.
“They were thorough and professional ...
and at the end of the day it is the result that
counts,” says one client. Another client says
the Chambers is “attentive and responsive”.
“We have dealt with a lot of firms in the BVI
and Cayman Islands as well as firms in the
US,” adds the client, “and these guys were
right up there”.
BLC Chambers advised Standard
Chartered Bank on a $50 million financing
transaction for the development of a hotel
and luxury villas in the Seychelles, and acted
for the Mauritius Commercial Bank and
MCB Equity Fund on three parallel facilities
for investments and a construction project
in India worth $82.5 million.
The firm won a mandate from South
African Absa Bank and Absa Capital, which
sought its advice on its financial involvement
in setting up a cable network in the
Reunion Islands. Rajahbalee acted as sole
counsel to WNS Holdings in a $200 million
facility agreement with ICICI Bank UK for
its acquisition of Aviva Insurance.
The firm also has good connections with
Mauritius-based investment funds with
interests in Africa and India.
Leading lawyers
Iqbal Rajahbalee
Chambers of Sir Hamid Moollan
QC
The Chambers of Sir Hamid Moollan QC is
probably the most prestigious law outfit in
Mauritius. Although most known for litigation,
“it is in a league of its own,” says one client. The
Chambers has a distinct style, keeping in line
with UK practices, and specialises in complex
deals requiring intricate legal issues, rather than
day-to-day transactional work.
With over 20 years of experience, peers
point out that the firm is “very well respected”.
Moollan QC “is by far the most senior
and leading litigator in Mauritius ... he is very
knowledgeable,” says one peer. Another peer
says that the Chambers “is the best in terms of
size, history in the market and respect”.
One client says that the Chambers provides
“very learned” advice, adding that it is
“very understanding of the client’s point of
view and highly flexible in terms of availability
– you can always get them early in the
morning or late at night”.
The Chambers acted for Lottotech to win
the license to run the country’s national lottery
and represented the Beijing Construction
Engineering Group against the Central
Procurement Board and Road Development
Authority in relation to the $64 million construction
of the Verdun Highway.
A team of three lawyers advised British
American Insurance on establishing a
Mauritian-Indian joint venture to build and
operate a private hospital in a deal valued at
about $32 million. In banking, the Chambers
recently closed a transaction regarding foreign
investment in a domestic Islamic bank.
One client who has used the Chambers on
“very diverse work – acquisitions, legal cases,
listing of companies, de-listing of companies,
M&A, establishing companies, due diligence”
says that “without any doubt the Chambers is
of the highest standard”. “Everything ends up
under Sir Hamid’s eyes,” adds the client.
Leading lawyers
Hamid Moollan
De Comarmond & Koenig
De Comarmond & Koenig is part of the
LexMundi network, an affiliation which helps
it keep a high profile in the market. Thierry
Koenig himself is a corporate transactional
lawyer with an especially strong reputation in
banking.
One peer says the firm is “very much still
working on litigation” and Koenig “is a good
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Financial and corporate | Mauritius
567
lawyer ... we see them a lot”. The market consensus
is that the firm is holding its position.
Leading lawyers
Thierry Koenig
Juristconsult
One peer says the firm is “small but good in
business”. Leading lawyer Marc Hein “is a
good and respected lawyer with very good
ideas who does very good projects in business”
says one peer. Another peer rates it as one of
the top firms “in terms of exposure and expertise”.
Despite the loss of members over the past
year to a spin-off practice and to international
firm Conyers Dill Pearman, Juristconsult
still commands the reputation of a leading
transactional firm.
Juristconsult regularly provides advice on
corporate and financial law issues in relation
to cross-border transactions. The firm advised
a number of banks and financial institutions
on international swaps and derivatives, prime
brokerage and insolvency and has a strong
reputation in stock exchange and securities
work.
The firm acts for a number of notable
clients including: a number of large listed
companies; Morgan Stanley on financing projects
in south east Asia and India; Credit
Suisse; and Citibank.
Leading lawyers
Marc Hein
Uteem Chambers
Uteem Chambers has maintained a strong
reputation among both peers and clients after
the chambers split from Erriah & Uteem
Chambers in May 2008. “We thought
Mauritius would be a sleepy island – but you
could have put Muhammad Uteem in New
York or London and he would have compared
favourably,” says one client.
Uteem attracts a lot of praise from clients.
“There are very few good corporate lawyers in
Mauritius,” says another client, and “his
analysis is absolutely to the point; he grasps all
the technicalities immediately and he is very
good value for money for the advice you get”.
“He is pro-active in finding solutions,” says
another client.
Uteem and Basheema advised Nedbank on
a $215 million financing transaction for a
satellite project for Africa and acted for Kotak
Investment Opportunities Fund on its listing
on the stock exchange.
Uteem was mandated by Aureos Africa
Fund to set up funds for investments into
Africa worth $400 million, while Actis
Capital instructed the firm on a $70 million
acquisition of shares in an Egyptian group.
One international client says the
Chambers is “very good, very much on a par
with the English law firms that we have been
using”. The client adds: “With Uteem you are
sure that everything will pass under his eyes,
like the magic-circle firms you can be sure that
he will see everything and you can discuss the
details with him.”
Leading lawyers
Muhammad Uteem
Banymandhub Boolell Chambers
Banymandhub Boolell is ranked by clients
alongside the top four or five corporate
lawyers in Mauritius. “I know of many firms
who use the Chambers, especially in private
equity work and M&A,” says one international
client.
The Chambers concentrates largely on
transactional corporate work and maintains a
good reputation among private-equity funds.
Leading lawyers
Urmila Banymandhub Boolell
Benoit Chambers
Clarel Benoit is well regarded among peers for
his corporate work. The Chambers has been
active in the market, specialising in commercial
and corporate work, and is increasingly
visible on the local front.
Benoit “is a very knowledgeable and good
guy” says one competitor, adding that “he is
very meticulous, and always finds the potential
problems in deals”.
Leading lawyers
Clarel Benoit
Other ranked firms
Études André Robert has a good reputation
in litigation and corporate work, maintaining
a close relationship with Benoit Chambers.
Études Philips was set up in 1994 and is
lead by Mary Anne Philips, a former in-house
counsel of a French bank. Philips is also vicepresident
of the Financial Services
Commission.
The firm has a strong international client
base, advising multinationals and local companies
involved in reinsurance, insurance,
commerce, onshore and offshore business.
One highlight saw the firm advise Planor
Capital International in relation with a €11
million structured finance transaction.
Appleby has established itself as a foreign
law firm under the new Law Practitioners
Amendment Act. The firm focuses on investments
passing through Mauritius into Asia
and Africa. “They will do very well, they have
a lot of resources, they know their business
and the offshore business very well – that is
their domain; they have a lot of backup,” says
one peer. Another peer says that the firm’s
leading lawyer Malcom Moller “is an extraordinary
and very dynamic person”.
The firm advised Mauritius SPV Renascer
on an $800 million loan facility between
Mozambique and Portuguese power companies,
and acted for Lehman Brothers on
Mauritian law related to insolvency proceedings.
Sodexo instructed Appleby in its acquisition
of Indian based Radhakrishna
Hospitality Services Group, while the firm
was mandated by Intelsat Corporation in a
$250 million investment into a satellite telecom
network in Africa. The deal was highly
complex and involved a number of jurisdictions.
Conyers Dill & Pearman established in
Mauritius in July 2008 under the leadership
of Anthony Whaley. In October 2008 the
firm recruited Sonia Xavier from
Juristconsult. The firm has a network of
Mauritian lawyers working in offices in
Singapore, Dubai, Hong Kong and London.
The firm was mandated by the Bank of
India, Singapore branch, to review a facility
agreement and dividend account to be entered
with a Mauritian entity in a deal worth $17
million.
Other notable firms
Collendavelloo Chambers is regarded by the
market as one of the best litigators in the
country. Ivan Collendavelloo is a “very good
litigator” says one peer, with another adding:
“Ivan is a very strong litigator and he is doing
well on litigation.”
Erriah Chambers was established from
Uteem & Erriah Chambers. Dev Erriah is
particularly well respected by the market.
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