Collas Crill

Cayman counsel on the restructuring of China’s Luckin Coffee, which also included proceedings in Hong Kong and the US

History of the practice

A relatively new firm in its current form, Collas Crill was established in 2011 after the merger of Collas Day in Guernsey and Collas Crill in Jersey. The newly merged firm immediately opened an office in Singapore in 2011, followed by one in the Cayman Islands after acquiring Charles Adams Ritchie & Duckworth in 2015, and another in the British Virgin Islands (BVI) after acquiring Farara Kerrins in 2016.

But its insolvency and restructuring practice really took off after the Cayman office hired former Kobre & Kim principal Stephen Leontsinis, who now heads Collas Crill’s dispute resolution practice.

The hires of partners Matthew Dors in 2016, Jennifer Colegate in 2017 and Rocco Cecere in 2019, all in Cayman, further bolstered the restructuring and insolvency team.

In December 2020, Collas Crill appointed David Harby as partner and head of its dispute resolution team in the BVI. Group partner Simon Hurry leads the firm's contentious insolvency and restructuring department in Jersey, while Michael Adkins heads the firm's insolvency team in Guernsey.  

Network

The firm’s Guernsey, Jersey and Cayman operations have the largest number of partners in their restructuring practices, supported by a smaller team in the BVI.

Who uses it?

Mostly court-appointed officers such as liquidators, provisional liquidators and receivers – particularly EY and FTI Consulting, but also dissenting creditors and company directors. Among the latter is Arif Naqvi, the former chair of United Arab Emirates investment group Abraaj, which was placed into provisional liquidation in June 2018 and then official liquidation in August 2019 after it became embroiled in allegations of misuse of investors’ funds.

Historic track record

As a practice still in relative infancy, Collas Crill already has an enviable list of case milestones.

It represented a group of investment vehicles called Highland Capital Management as a dissenting creditor in the Cayman courts during the proposed US$3.6 billion restructuring of submersible oil rig operator Ocean Rig and its subsidiaries in 2017. Leontsinis was lead partner acting for Highland in what was a precedent-setting restructuring through a pre-appointment centre of main interests shift and four inter-conditional schemes – the first Cayman schemes sanctioned for a foreign group. Collas Crill worked with US firm Reid Collins & Tsai and UK counsel to help Highland challenge the schemes in the US; in the Cayman Islands, where it submitted objections about the classification of notes it held; and in the Marshall Islands, where Ocean Rig’s parent company was initially incorporated. Though unsuccessful in challenging the schemes, Highland persisted and later brought fraudulent conveyance claims against Ocean Rig officers and subsidiaries in the Marshall Islands.

Between 2016 and 2018, Collas Crill also provided advice from a Cayman perspective on share transfers, in specie distributions and the provision of legal opinions for DuPont International as part of a US$1.7 billion global restructuring. It later advised on the appointment of a voluntary liquidator for Dupont’s Cayman Islands subsidiary.

The firm acted for the EY joint official liquidators of Cayman-registered Caledonian Bank, which sought to recover US$64 million in loans in multiple jurisdictions including the BVI, The Bahamas, South Africa and Switzerland. In 2016, the liquidators applied to the Bahamian Supreme Court for recognition, but failed because Bahamian law states that recognition applies only to “relevant foreign countries” designated by a liquidation rule committee, for which there had never been any supporting legislation. Despite the lack of recognition, the Supreme Court of The Bahamas allowed the liquidators to access funds for its Cayman estate using common law principles.

Leontsinis and Hurry acted as lead counsel to the joint official liquidators of Oprah-IS Fund, a segregated portfolio company that fed the Herald Fund master feeder fund to Bernard L Madoff Investment Securities. Herald and Oprah both suspended their operations after the Madoff fraud’s discovery. From 2017 to 2019, Collas Crill advised the liquidators on the potential recovery of over US$30 million in losses – including against Oprah’s former administrator and custodian – and identified several potential trust claims from subscribers to a segregated portfolio of the fund who were never issued share certificates or included on the shareholder register.

In its native Channel Islands, Collas Crill also acted for non-executive directors of bankrupt investment fund Carlyle Capital Corporation in what was the largest trial ever heard in Guernsey, brought by the fund’s joint liquidators against multiple former directors and its investment managers. The US$2 billion trial started in 2016 and lasted six months. In April 2019, the Guernsey Court of Appeal upheld a lower court’s ruling dismissing a host of breach of fiduciary duty and breach of contractual or tortious obligations claims against seven respondents, including the non-executive directors whom Collas Crill represented.

Recent events

In the BVI, Collas Crill hired Harneys partner Ellie Crespi as managing partner and head of corporate, finance and funds in March 2021.

Top cases of the research period

The firm is acting for the joint liquidators appointed to wind down Cayman fund PPVA, which was managed by the collapsed US$1.3 billion hedge fund Platinum Partners. PPVA’s liquidators successfully applied for Chapter 15 recognition in New York in November 2018. At around the same time, they filed a complaint against 90 defendants with claims of fraud and breach of fiduciary duty, seeking damages of US$1 billion; and in June 2019 the liquidators started pursuing a suit in the Delaware Court of Chancery claiming that a transaction at an undervalue had stripped PPVA of its most valuable asset to the tune of US$300 million. All the while, a Collas Crill team led by Dors has been applying to the Grand Court in Cayman on the liquidators’ behalf for permission to enter into funding agreements, start proceedings and enter into settlements with defendants. It has already implemented one compromise deal with 50 purportedly secured creditors holding unenforced claims worth US$70 million plus interest. The claims commenced in the US and the Cayman Islands are at various stages – some have settled and some were due to go to trial in 2022.

Collas Crill represented the Bank of New York Mellon in its capacity as indenture trustee of US$460 million in convertible notes in the restructuring of China’s Luckin Coffee. Luckin Coffee, which has operations in Hong Kong and mainland China, carried out a scheme of arrangement in the Cayman Islands with Chapter 15 recognition in New York in March 2021. Approved in December 2021, the restructuring resulted in a capital raise for the company worth approximately US$650 million.

In another matter that is still ongoing, Dors has been advising a Securities and Exchange Commission (SEC) receiver appointed over unsecured loans provider Direct Lending Investments Group, as well as the voluntary liquidators of one of its offshore feeder funds incorporated in the Cayman Islands. The team is helping the liquidators with ongoing management and coordination between the parallel Cayman and US proceedings, and in 2020, it helped them successfully apply for court approval of a cross-border protocol and a claims stipulation with the US receiver to clarify the Cayman feeder fund’s interests in the receivership. Dors’s team also helped the liquidators pursue and settle claims with the group’s former auditors, following a mediation.

Again advising an SEC receiver, this time appointed over the TCA Global Credit Group, Collas Crill has a role in a Cayman-US comity dispute that is heading to the Eleventh Circuit Court of Appeals. The firm is advising the receiver on matters relating to Cayman law and his relationship with a pair of Cayman liquidators of a Cayman TCA fund, who have obtained recognition in the US under Chapter 15. The Cayman liquidators have been trying to stall a distribution plan that the SEC receiver has obtained approval for from a Florida court, arguing it does not comply with Cayman law and its strict order of priorities. But US courts so far have sided with the receiver, saying the Cayman way would produce a “harsh and unequal result”, potentially giving rise to voidable preferences under US law.

In Guernsey, the firm is acting for the joint liquidators of CanArgo Limited, which held a 50% shareholding in three oil and gas companies operating in Georgia. The team obtained the Royal Court’s approval for the sale of the group and its mining rights to a Dutch entity in November 2020, despite challenges from the majority of creditors. Collas Crill said the court had to consider complex and novel issues under Guernsey insolvency law and English contractual provisions, reverting to authorities throughout the Commonwealth to resolve them. The group’s liquidation is ongoing.

Client references

Holland & Knight partner Warren Gluck in New York said he was impressed by Dors and Cayman-based consultant Rupert Stanning, highlighting their “outstanding attention to deal and routinely excellent advice in respect of some of the most complex issues that have ever arisen”.

A client who wished to remain anonymous praised partners Colegate and Cecere, and described the firm as “pragmatic, clear speaking and very much a collaborative rather than purely instructive firm”.

Another anonymous client described Leontsinis as a “quality restructuring lawyer” with “great commercial acumen” and Dors as “an excellent technical advocate”.