Number of partners: 2
Number of other lawyers: 6
Languages: English, French
With eight full-time lawyers, Benoit Chambers enjoys a strong reputation in the business community for its commercial practice, particularly in respect of corporate law matters. The practice offers legal services to a large pool of local and foreign clients, mostly corporate, with its expertise enabling it to advise in respect of an increasingly large number of complex transactions. Members of the practice are involved in many of the largest and most significant cases and transactions occurring in Mauritius each year. Some members of the practice have been lecturing in their respective specialist areas for a number of years and have contributed to the drafting of laws in those areas. Benoit Chambers also offers advocacy, particularly in relation to disputes of a commercial nature and members of the practice appear before every jurisdiction in Mauritius as well as the Judicial Committee of the Privy Council in London. They are also active in the arbitration of commercial matters. Whilst concentrating on company law and financial services, the practice has further developed a valuable pool of knowledge to deal with complex issues of taxation, intellectual property and employment law. Legal publications which recommend Benoit Chambers include Chambers and Partners, Martindale-Hubbell, Legal500 and IFLR1000.
Main Areas of Practice
The practice deals with all aspects of company law from incorporation to dissolution, including mergers and acquisitions, directors’ duties and shareholders’ rights. Members have acquired substantial expertise in structuring domestic and cross-border investments and transactions. The team advised AION Investments Private IV Limited with respect to (i) the acquisition by its subsidiary, AION Direct II Singapore Pte Ltd, of the entire share capital and control of Interglobe Technologies Private Limited, a leading global travel business outsourcing services unit of budget airline Indigo’s parent, Interglobe Enterprises; and (ii) the acquisition by Rhinestone Holdings Inc (a wholly owned subsidiary of AION Direct II Singapore Pte) of 49% shareholding in Interglobe Technologies Philippines Inc. The deal value amounted to approximately USD 230 million.
This is another area where the expertise of the practice is recognised. Clients, whom the practice advises on a regular basis, include the Bank of Mauritius and the Financial Services Commission, the regulators of the whole spectrum of financial services in Mauritius. The team advised the African Development Bank on the acquisition and financing of five aircrafts by Air Cote D’Ivoire, including two A320 CEO, one A320 NEO and two A319 NEO, which will replace the A319s currently being dry leased by Air Cote D’Ivoire. The deal amounted to USD 264 million and involved the implementation of either an English law aircraft mortgage or a New York law aircraft mortgage which effectiveness could have been unfavourably impacted due to the fact that the aircrafts would be registered in Ivory Coast and would not operate from Mauritius. The team also advised Export Development Canada in relation to a USD 75 million bilateral bridge loan to a Mauritius company, namely Azure Power Solar Energy Private Limited in relation to a solar project in India, with another Mauritius company, namely Azure Power Global Limited, acting as guarantor.
This is another area where the expertise of the practice is recognised. Clients, whom the practice regularly advises, include the Bank of Mauritius and the Financial Services Commission, the regulators of the whole spectrum of financial services in Mauritius. In highlight deals, the team has advised a consortium consisting of BNP Paribas, HSBC Bank Plc, ING Bank NV Singapore Branch, Standard Chartered Bank, Bank of America Merill Lynch, International Designated Activity Company and Morgan Stanley Senior Funding Inc in granting a term loan facility to an Irish special purpose vehicle which entered into a total return swap agreement (‘TRS’) with Vodaphone Group Plc for approximately EUR 1.33 billion. Vodafone secured the TRS by granting security over the shares it holds indirectly in certain Indian Entities (the ‘TRS Security’) while the facility was secured, inter alia, by an assignment of the TRS Security. The main complexity of the task was its multi-jurisdictional aspect involving the UK, Ireland, Cayman Islands, Mauritius and India. The consortium’s objective was to ensure it was compliant with the applicable laws in all the different jurisdictions, especially with the Takeover Code in India, upon enforcement of any share pledges. The team also advised Goldman Sachs Group, Inc., a leading global investment banking, securities and investment management firm in relation to complex elements of contract law as applicable in Mauritius and insolvency matters which the courts of Mauritius have not yet tested, namely the enforceability and applicability of Eligible Credit Support and netting agreements under an ISDA Master Agreement.
Mergers & Acquisitions:
Members of the practice regularly advise on the largest corporate transactions in Mauritius each year. The team recently advised Bloomage Property Fund Ltd, which holds and manages a well-diversified portfolio of prime properties in Mauritius, in a 2-stage deal which involved the acquisition of all the shareholding of Southern Investments Ltd, the owner of La Palmeraie Boutique Hotel for MUR 275 million as well as the subsequent negotiation of the lease of La Palmeraie to Lux Hospitality Ltd.
This is a substantial component of the practice. Members have advised in high-profile, local and cross-border insolvencies and receiverships, including those of banks and insurance companies. Members have the expertise to deal with complex ancillary issues such as taxation, employment law, fraud, tracing and devising urgent measures to manage systemic risks which result from the insolvency of major companies such as national banks or insurance companies. The team has been involved as main legal advisers, in several liquidation and receivership processes, and recently, the receivership of Tex Services Ltd and Compagnie d’Investissement Immobilier de Flacq, both holding structures and major players operating in the Mauritius textile industry. The team has an ongoing involvement in operating the businesses as a going concern with the aim of realisation of assets.
Litigation, Arbitration & ADR:
The practice is well regarded and has a strong record in all aspects of corporate and transactional dispute resolution. The litigation team is led by Rishi Pursem SC, a former Assistant Solicitor General at the Attorney General’s Office who also acted as Solicitor General, Director of Public Prosecutions and Parliamentary Counsel. Members regularly advise on and litigate major domestic matters, as well as complex disputes. The team currently represents IREO investment funds in a series of about 15 ongoing cases entered within the last year before the Bankruptcy Division of the Supreme Court of Mauritius and the Court of Civil Appeal, as well as before arbitral tribunals. The points of law span over a range of issues and include, the appreciation of whether specific person qualify as shadow/de facto directors, the jurisdiction of the London Court of International Arbitration to determine the matter in light of the respective investment and applicability of the arbitration clause, leave to bring proceedings against a company during insolvency, directors’ duties, visibility of shareholders on company documents, leave to bring proceedings for a derivative action by shareholders and the governing law and any conflict with the mandatory provisions under Mauritius law. The team recently advised the State Insurance Company of Mauritius Ltd, a public Mauritius company which transacts long term business and is the leader in Managed Pensions in Mauritius, on defending a claim for recovery of dividends paid by the National Property Fund Ltd at a time where it did not satisfy the requisites of the solvency test. Members of Benoit Chambers also advised Standard Bank (Mauritius) Limited in legal proceedings against the Central Electricity Board on payments made under a letter of credit which were alleged to have been unlawfully and negligently made by Standard Bank (Mauritius) Limited. The teams dealt with complex issues which had not been tackled before several courts, including the Judicial Committee of the Privy Council which ruled in favour of the client.
Intellectual Property, IT & Competition:
The practice is thoroughly experienced in the area of intellectual property rights, information technology as well as competition law. The team recently advised Alipay China, an online stored value facility for the purchase of goods and services, regarding the feasibility of a Barcode Payment product of Alipay Wallet and licensing requirements pertaining to overseas users as well as advertising in Mauritius. The team dealt with various aspects of implementation of the proposed models of Alipay structures in Mauritius and licensing, marketing and data protection issues.
Banking, Finance & Insurance:
The practice regularly deals with issues relating to commercial transactions (including traditional loan financing, leveraged and acquisition financing, and property financing) and financial transactions (finance leases as well as all sorts of financing negotiations and contracts). The firm recently advised the Mauritius Commercial Bank on the the validity and enforceability of certain loan agreements entered into and certain security granted by certain sociétés (ii) the Mauritius law position on directorship issues of a société; and (iii) the practical issues and risks of enforcement of the loans and security contracted by a ‘societé’ which amounted to MUR 33.5 million. The firm dealt with complex matters of authority and capacity of the manager of the ‘societé’, a corporate structure which is not prevalent in financing exercises.
■ Company Law
■ Project Finance
■ Mergers & Acquisition
■ Financial Services
■ Corporate Insolvency
■ Litigation, Arbitration & ADR
■ Intellectual Property
■ Information Technology
■ Competition Law
■ Banking, Finance & Insurance