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Getting the Deal Through — Acquisition Finance: British Virgin Islands

New York law and English law are common, although the choice of law usually depends on where the parties concerned are based and the market from which the debt is being provided. It would be rare for British Virgin Islands (BVI) law to be the governing law of the transaction documents, other than in respect of security over shares in a BVI company or other BVI assets, when BVI law security would usually be taken.

The courts will recognise a choice of foreign law, save for certain limited exceptions including for public policy reasons and where the relevant foreign law is of a revenue or penal nature. A final and conclusive foreign judgment is either directly enforceable pursuant to reciprocal enforcement of judgment legislation (applicable to certain Commonwealth countries, most notably including the jurisdictions making up the UK) or, where such legislation does not apply, a new claim can be brought in the BVI based on a final judgment obtained in a foreign court for a fixed sum of money. Summary judgment can then be sought without a need for re-examination of the merits of the case…

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