The Grand Court of the Cayman Islands has recently ruled In the Matter of Formation Group (Cayman) Fund I, LP (Formation) 1 that it is possible to bring a just and equitable petition to wind-up an exempted limited partnership (ELP) in its own name, as opposed to that of the general partner (GP). This decision contradicts aspects of Justice Parker's judgment In The Matter of Padma Fund LP (Padma). 2 In this update, we consider these conflicting first instance decisions.
The illegality defence (which aims to prevent a party benefiting from its illegal conduct via legal claims) has been the subject of considerable judicial analysis in commonwealth jurisdictions in recent years.
The Grand Court of the Cayman Islands has provided further helpful guidance to insolvency practitioners as to the circumstances in which leave will be granted to commence or continue proceedings against a company in liquidation. Adenium Energy Capital Limited (in official liquidation) (Adenium) is the latest in a line of cases in the Cayman Islands in which leave has been sought to commence proceedings under s 97(1) of the Companies Act against a Cayman Islands-incorporated company in liquidation.
Jersey is one of the primary jurisdictions for the structuring of investment funds. It is also a popular jurisdiction for the establishment of carried interest vehicles, given the regulatory clarity on treatment of employee incentive and carry schemes.
Ogier regularly assists fund managers where a non-Jersey domiciled individual holding shares or limited partnership interests in a Jersey vehicle dies without leaving a separate Jersey will, giving rise to cross-border probate issues. Often such shares or interests have significant value.
Introduction
On 22 February 2022, Doyle J made a winding up order and appointed joint official liquidators in respect of GTI Holdings Limited (Company), a company incorporated in the Cayman Islands. The winding up order was unopposed and Doyle J was satisfied that the company was insolvent. Nevertheless, in a judgment dated 15 March 2022, Doyle J articulated the reasons for his hesitancy in making that winding up order.
Background
In the recent decision of Re Formation (Cayman) Fund I, L.P (unreported, 21 April 2022), Justice Kawaley held (notwithstanding the earlier decision of Justice Parker in Re Padma Fund L.P. (unreported, 8 October 2021) in respect of a creditor's petition) that a limited partner may petition to wind up an exempted limited partnership (ELP) on the just and equitable ground by presenting a petition against the ELP directly (rather than against the general partner), and that an ELP may be wound-up in the same manner as a company pursuant to Part V of the Compani
Introduction
The current geo-political climate is contributing to the rapid rise to inflation rates in many countries around the world. Governments have reacted with an inevitable increase to interest rates to try and offer some form of counterbalance to rising costs in an effort to stymy localised, and more widespread, economic recessions.
In two relatively recent but unrelated decisions, the Eastern Caribbean Court of Appeal has provided helpful guidance in relation to how the Court ought to deal with an application for the appointment of a liquidator in circumstances where the company asserts a cross-claim in an amount exceeding the applicant's debt.
Introduction
A Cayman segregated portfolio company, Performance Insurance Company SPC, was placed into official liquidation. The joint liquidators' appointment extended to all of the underlying segregated portfolios (SPs), some of which were solvent and others insolvent. Two of the solvent SPs applied to the Grand Court of the Cayman Islands seeking the appointment of an additional liquidator of the company to separately represent the interests of those solvent SPs on the basis that the original liquidators were conflicted in administering both the solvent and insolvent SPs.