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Shareholders Companies Act

Akin Gump Strauss Hauer & Feld LLP

Judicial Committee of the Privy Council Declares the End of the ‘Shareholder Rule’ Regarding Privilege

In a landmark ruling handed down on 24 July 2025 (Jardine Strategic Limited (Appellant) v Oasis Investments II Master Fund Ltd and 80 others (Respondents) No 2 (Bermuda) [2025] UKPC 34), the Judicial Committee of the Privy...more

Latham & Watkins LLP

The End of the “Shareholder Rule” Exception to Legal Advice Privilege

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Landmark decision means companies can assert legal advice privilege against their shareholders in litigation before the English courts. On 24 July 2025, the Privy Council handed down its decision in Jardine Strategic Ltd...more

Carey Olsen

Restructuring and Insolvency in British Virgin Islands (PLC)

Carey Olsen on

This Q&A guide to restructuring and insolvency law in the British Virgin Islands gives a high level overview of the most common forms of security granted over immovable and movable property; creditors' and shareholders'...more

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Conyers

BVI Court of Appeal Upholds Directors' Right to Inspect Company Documents, Including Litigation Funding Details

Conyers on

In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more

Goodwin

“‘They Will Thank Me in the Long Run’”: Court of Appeal Considers Good Faith Obligations and Fiduciary Duties of Directors in...

Goodwin on

The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more

Conyers

Dividends out of Share Premium: A Brief Refresher

Conyers on

As Hong Kong listed Bermuda and Cayman Islands exempted companies approach their annual results season, many may be considering paying their shareholders a dividend, whether due to a profitable financial year or as a gesture...more

Conyers

Adapting the Machinery

Conyers on

The Case of Changyou.com Ltd v Fourworld Global Opportunities Fund Ltd and 7 others 2025 UKPC 12 - In a judgment handed down on 11 March 2025, the Privy Council has upheld the amendments made to sections 238(2)-(5) of the...more

Carey Olsen

Shareholder and director remedies under Bermuda law

Carey Olsen on

There are approximately 16,000 companies registered in Bermuda, of which approximately 14,000 are international companies. As a result, Bermuda is a jurisdiction which deals with a large number of corporate governance...more

Walkers

Shareholders' relief for unfair prejudice in the BVI and the Cayman Islands

Walkers on

The BVI and the Cayman Islands both have regimes in place to address unfair prejudice suffered by shareholders, although each jurisdiction approaches the issue differently. The threshold for successfully bringing an...more

Conyers

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

Conyers on

On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

A&O Shearman

Luxembourg transposes the EU Mobility Directive - A new framework for Cross- Border Operations within the EEA

A&O Shearman on

The EU Mobility Directive establishes a new legal framework for cross- border conversions and divisions, harmonising the existing rules for cross-border mergers (the Cross-Border Operations). It aims to enhance company...more

BCLP

UK Corporate Briefing - January 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

Conyers

Segregated Portfolio Companies: Cayman Courts Upholding the Segregated Principle

Conyers on

A Segregated Portfolio Company (SPC) provides for the protection of the assets held under one portfolio by ring-fencing them from the liabilities of other portfolios in the same company. SPCs were introduced in the Cayman...more

Conyers

British Virgin Islands: Special Purpose Vehicles for Luxury Assets

Conyers on

For family offices, high-net-worth individuals (HNWI) and ultra-high-net-worth individuals (UHNWI) considering the purchase of luxury assets (in particular yachts, artworks and aircraft) there are multiple factors to...more

Conyers

Taking Security Over Shares in a Cayman Islands Exempted Company

Conyers on

The Cayman Islands (“Cayman”) is recognised as a leading international financial centre and well regarded as a creditor-friendly jurisdiction (with the absence of debtor-friendly insolvency such as Chapter XI in the United...more

Walkers

The Cayman Islands Court of Appeal will consider whether a company's shareholders can bring claims for misrepresentation against...

Walkers on

In an unprecedented turn of events, two recent proceedings in the Grand Court of the Cayman Islands considered the same complex legal issues just one week apart. Both In the Matter of HQP Corporation Limited (assigned to...more

Walkers

Shareholder rights plans in Bermuda

Walkers on

In recent years, the global markets (predominantly in the US) have experienced a significant surge in hostile takeovers, largely due to the COVID 19 pandemic, which impacted public companies' equity values and ultimately...more

Walkers

Cayman Islands Schemes of Arrangement now available for Exempted Limited Partnerships using the Restructuring Officer Regime

Walkers on

A Cayman Islands scheme of arrangement is a court approved compromise or arrangement between a company and its creditors or shareholders (or classes thereof). A scheme of arrangement is frequently used to implement a...more

Walkers

Cayman Islands - Company Law Amendments

Walkers on

The Companies (Amendment) Act, 2024 (the "Amendment Act") has been passed by the Cayman Islands Parliament. The Amendment Act is not yet in force. It will come into force by the making of a subsequent Cabinet order. ...more

Conyers

Frozen Crypto Assets and a Dissolved Company: The EC Court of Appeal’s Application of Convoy Collateral

Conyers on

In its seminal decision in Broad Idea International v Convoy Collateral [2021] UKPC 24 (“Convoy”), a case which had its genesis in the BVI Commercial Court, the Privy Council delivered a ground-breaking exposition of the law...more

Conyers

An Overview of Cayman Islands Private Trust Companies

Conyers on

Many high-net-worth individuals and families use a private trust company (PTC) when looking to structure their family wealth. Given that settlors of trusts are sometimes reluctant to relinquish control over the assets...more

Conyers

Trina Solar: A Warning Regarding Reliance on Merger Price and Deficient Disclosure in s238 Proceedings

Conyers on

The successful appeal by dissenting shareholders in Trina Solar provides key insights into the importance of establishing a robust merger process, the company’s burden to make all relevant information available in appraisal...more

Conyers

Key Points: Schemes of Arrangement in the Cayman Islands

Conyers on

What is a scheme? A compromise or arrangement between a company and any class or classes of its creditors (and/or shareholders). The process broadly mirrors an English scheme of arrangement thereby providing legal...more

Latham & Watkins LLP

Singapore Expands Scope of Shareholders Excluded for Calculating Compulsory Acquisition Threshold

Latham & Watkins LLP on

New legislation strengthening the compulsory acquisition regulatory framework in the Companies Act 1967 is welcome news for minority shareholders. On 9 May 2023 the Parliament of Singapore passed the Companies, Business...more

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