By Ben Morgan

One of the small, but important, details to arise from the recent case of Carlyle Capital Corporation Limited (in Liquidation) and others v. Conway and others [2017] (“Carlyle”) was that the directors under fire in that case were able to demonstrate to the court that they were acquainted with the duties of a director of a Guernsey company under Guernsey law because they had received a memorandum prepared for that purpose (a “Memorandum on Directors’ Duties”).

It is part of the standard process for the establishment of a fund structured as a Guernsey company for a Memorandum on Directors’ Duties to be tabled before, and considered at, a board meeting of the company.