A Review of Sunny Places for Shady People by Harry Morgan: Rays of light on the offshore world

The British Virgin Islands, Cayman Islands, Gibraltar, the Isle of Man. The names are all familiar to any lawyer who has practiced in Hong Kong for any length of time. Corporate lawyers use offshore companies as SPVs in corporate deals for a myriad of reasons: some legitimate - some less so. Their opaque ownership is useful for the rich to keep assets from prying eyes (and the odd ex-spouse). Litigators ponder how to get around the secrecy laws that shield shareholders and directors - the Hong Kong and other courts regularly grant Norwich Pharmacal orders to crack open the doors ever-so-slightly.

Harry Morgan (not his real name) has been one of the most successful offshore advisers in the world for many years. By his real name he is a well known man about Hong Kong (and occasional drinking buddy of mine).

Sunny Places for Shady People is full of personal anecdotes from Harry’s fascinating life. He starts with his heady student days as a scholarship boy in a public school followed by working his way through university with some physically demanding part time jobs. On one job, he literally got one client in the shit! Having qualified as an impoverished barrister in the mid-80s, he spotted an ad in the Times looking for a lawyer handling offshore incorporation work in the Isle of Man. After a year on that windy and rainy isle (not all offshore centres are sunny!), his next stop was Gibraltar where he set up a new office ready to serve clients investing in the newly opened Spain following General Franco’s demise. Then, in 1992, Harry landed in Hong Kong just when China’s opening was taking off. Business boomed and Harry’s company grew and grew, opening in almost all offshore centres.

In order to maintain confidentiality Harry cannot tell too many stories about his clients. Pseudonyms are used for everyone mentioned in the book. We do, however, meet the sexy half-Polish lady who insisted on closing a truly bad deal -against Harry’s advice - so she could get her hands on the upfront payment. She had some very good reasons, as Harry explains. There is also a truly funny story of the good-natured “gnome warfare” Harry conducted with his best friend who had “test driven” (as the friend put it in a message to Harry) and then married his ex-wife.

Harry also breaks from his anecdotes from time to time to explain some of the intricacies of tax planning using some examples from real life involving celebrities who have got themselves in trouble. A little bit dry when compared to the rest of the book, but interesting nonetheless.

The real story in the book is, however, Harry’s love for his truly flawed mentor, Reuben. Reuben, who true to the form of the offshore world never actually owned anything or held any formal positions, dropped in on Harry’s job interview never saying what he did, but making it clear who was boss. He took Harry under his wing and together over many long boozy lunches, bar fights, political disasters and general craziness they built their empire.

Reuben was one of those larger than life figures who, as Harry laments, are almost extinct in the world of over-regulated business that we now live in. Highly intelligent, well-read, with a superb head for business he was at the same time eccentric, alcoholic and, oftentimes, plain crazy. Harry’s reminiscences about Reuben’s antics make fascinating reading and take one back to the good old days of the truly long lunch before mobile devices robbed professionals of the freedom to disappear for hours on end. (Even our last bastion of freedom from instant communication - long haul flights - are now being taken from us as onboard internet connections spread.)

Sunny Places for Shady People is a great read that I highly recommend to any lawyer who has had any dealings with offshore companies. It sheds some rays of light on the offshore world, but it is as a personal memoir that it truly shines through. Harry’s great lament is that following a break up of their business he never got to say a proper farewell to Reuben. With this book, by bringing back Reuben to life - warts and all - he says farewell in true style.

Jurisdictions: 

Barrister

Mr. Clark is a barrister (and former solicitor) practising in Hong Kong. His practice focuses primarily on intellectual property and related areas.  From September 2016, he has been appointed an Adjunct Professor of Law at the University of Hong Kong to teach the IP LLM course. Mr. Clark is General Editor and a co-author ofIntellectual Property Rights: Hong Kong SAR and the People’s Republic of China and author of Patent Litigation in China. He has also published a history of British and American extraterritoriality in China, Gunboat Justice