Transfers of shares of Cayman companies in liquidation
Over the past two or three years, we have seen an increasing number of cases where a client holds and wishes to sell or transfer shares in a Cayman Islands company that is in liquidation or is seeking to purchase shares in such a company from another party. In those circumstances, the transfer of the shares would be void absent the validation of the Grand Court of the Cayman Islands, as a result of section 99 of the Companies Law (2013 Revision). Section 99 is in the following terms:
‘99. When a winding-up order has been made, any disposition of the company’s property and any transfer of shares or alteration in the status of the company’s members made after the commencement of the winding up is, unless the court otherwise orders, void.’
Traditionally, applications for the court’s validation of the transfer of shares were made by issuing a summons within the liquidation proceedings, but the applications were ordinarily dealt with by the court administratively, without the need to attend a court hearing, following the decision of the Honourable Chief Justice in In re Bayou Offshore Master Fund Ltd [2007 CILR 434]. In that case, which concerned the transfer of shares in a Cayman mutual fund that was in liquidation, the Chief Justice stated that ‘in order to save the costs of what are anticipated to be routine applications, any such application may be made in writing and may be considered administratively by a judge’…
Click on the link below to read the rest of the Ogier briefing.
Sign in or Register to continue reading this article
It's quick, easy and free!
It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.Register now
Why register to The Lawyer
In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.
Identify the major players and business opportunities within a particular region through our series of free, special reports.
Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.
More relevant to you
To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.
News from Ogier
News from The Lawyer
Briefings from Ogier
…and does that duty change when the ELP’s partnership agreement excludes the GP’s duty to act in the interests of the ELP? Does Cayman law go as far as Delaware?
On 31 July the latest HMRC settlement opportunity came to a close.