The recent judgment of the Cayman Islands Court of Appeal ("CICA") in Asia Pacific Limited v ARC Capital LLC¹ explains the approach that the Court will take when considering an application to strike-out a contributory's just and equitable winding up petition which is based on an offer to purchase the petitioner's shares at fair value. 

The Companies Act 2014 (the "Act") was recently passed by the Irish parliament and is expected to be brought into force on 1 June 2015 (the "Commencement Date").  The Act is largely a consolidation and modernisation exercise. 

However, there are a number of significant areas which modify existing companies legislation and which lenders will need to consider both in the run-up to the Commencement Date and afterwards.  In particular these relate to:

The Court of Appeal has recently clarified that if a foreign company, being a shareholder of a Cayman Islands company, issues a winding up petition against that company and there is evidence that the petitioning company will be unable to pay an adverse costs order if the respondent is successful at trial, then the Cayman Islands court has an inherent jurisdiction to order the petitioning foreign company to provide security for the respondent's costs – Re Dyxnet Holdings¹.

In Lewis Holdings Limited & Others v.

Last week, the Cayman Islands Court of Appeal handed down its judgment in Weavering Macro Fixed Income Fund Limited (in Liquidation) (the "Fund") v Stefan Peterson and Hans Ekstrom (the "Directors").  The appeal from the first instance decision was allowed and the Grand Court's order of 26 August 2011 was set aside.  

On 26 November 2014 the Judicial Committee of the Privy Council (the "Privy Council") handed down its judgment in the appeal brought by Stichting Shell Pensioenfonds ("Shell") against the joint liquidators of Fairfield Sentry Ltd ("Fairfield Sentry") (the "Liquidators"), the largest feeder fund to Bernard L. Madoff Investment Securities LLC ("BLMIS").¹ 

On 10 November 2014, the Privy Council handed down its decision in Singularis Holdings Limited v PricewaterhouseCoopers¹, together with its decision in a related case, PricewaterhouseCoopers v Saad Investments Company Limited², both on appeal from the Court of Appeal in Bermuda. The decision provides guidance on the application of the principle of modified universalism.

A recent decision¹ from the Grand Court of the Cayman Islands demonstrates a flexible use of the scheme of arrangement process to achieve a commercial resolution of an application to remove the SPhinX Group's joint official liquidators ("JOLs"). 

Finds Bankruptcy Court to be Proper Forum for Claim Objection Despite Forum Selection Clauses in Investor Agreements

The Southern District of New York recently reiterated the critical difference between creditor claims and equity interests in the bankruptcy context.  In a recent opinion arising out of the Arcapita Bank bankruptcy case, the Court was faced with an objection to a proof of claim filed by an investor, Captain Hani Alsohaibi, who characterized his right to recovery against the debtors as being based on a “corporate investment.”

On June 4, 2014, the New York Court of Appeals will hear arguments arising from the bankruptcies of two law firms—Thelen and Coudert Brothers—as to whether the former partners of the bankrupt law firms must turn over profits earned on billable-hour client matters they brought to their new firms.