The Protected Cell Company is now the fastest-growing vehicle
for the captive insurance industry. They were introduced in Guernsey in 1997,
and other offshore jurisdictions have followed this path. It has proved to be an
attractive vehicle for “umbrella fund” investment schemes and for structured
finance. This guide to PCCs is designed to help accountants, finance directors
and commercial lawyers understand how they work, and what practical use they can
be to the client.
This book reviews the main jurisdictions in which PCCs are
permissible, takes the reader through the processes involved in setting up a PCC
(what the client needs to know and what the professional adviser needs to do)
and then looks at the uses for insurance and investment in detail, and looks at
other uses. It also examines the consequences of group or cell insolvency.
The appendices include templates for memoranda and articles
of association for different types of PCC.
Endorsements
for this book
“This new work is a thorough and much needed review and
analysis of all aspects of a complex subject by knowledgeable authors. It is an
essential reference for anyone dealing with a PCC.”
Gabriel Moss QC.
“I welcome this book on the
subject. I am very surprised that it has taken 10 years! The book is written by
professionals with extensive experience of the Protected Cell Company. Their
insight on a wide array of topics related to the PCC should prove beneficial to
the understanding, development process and advancement of the industry.”
Steve Butterworth, Guernsey.
“This book is very timely given
the 10 year anniversary of the Protected Cell Company. It is encouraging that
the authors have shared their experience and valuable insight with the financial
services industry. I have no doubt it will become an invaluable guide in
assisting those interested in PCCs, their uses and the challenges and
opportunities.” Marcus Killick, Chief Executive,
Gibraltar Financial Services Commission.
About the
authors:
Nigel Feetham
is a partner at Gibraltar law firm,
Hassans. He was involved in drafting the relevant legislation that opened the
way for the Gibraltar insurance sector in 1997 and has since helped develop the
market further by advising on implementation of specific legislation, such as
protected cell company laws. In 2005 he was also a member of the working group
on reform of Gibraltar’s fund legislation.
Grant Jones,
Counsel with Squire Sanders &
Dempsey LLP, is a solicitor, New York attorney, licensed insolvency practitioner
and chartered accountant. He is a member of the investment committee of Martello
PCC of Gibraltar.
Contents
1.
Ring fencing and the evolution of the cell company
2.
The advent of the PCC
3.
The insurance company PCC
4.
Managing a PCC captive
5.
Growing market for the PCC
6.
Basic insolvency principles relevant to PCCs
7.
EU regimes: an introduction
8.
The EU regulation: an overview
9.
UNCITRAL model law
10.
The Commonwealth Insolvency Regime and other UK matters
11.
Director liability & PCC insolvencies
12.
Piercing the corporate veil
13.
PCC cells: an asset in an insolvency?
14.
What are the "group accounting issues"?
15.
What are the PCC & cellular accounting issues?
16.
Conclusions
Appendices
