Corporate / Briefing Case note: Royal Court judgment 28 May 2021 Dix v Sigma Group Limited JRC159
Published: 7 July 2021
Corporate / Briefing Case Note: Royal Court Judgment on Costs, de Than v Institute of Law
Published: 24 May 2021
Corporate / Briefing Case Note: Royal Court Judgment. de Than v Institute of Law
Published: 14 May 2021
Corporate / Briefing Rejecting a buy out offer in a quasi-partnership company not necessarily fatal to securing a just and equitable winding up
If a joint venture company is effectively a quasi-partnership things become less objective.
Corporate / Briefing No post-resignation implied duty of confidentiality in director’s contract
To make such a duty stick ensure it is defined and included in a director’s terms of engagement.
Corporate / Briefing Failure to make a declaration of directors’ conflicts of interest
Your duties as a Director to disclose a conflict of interest
Corporate / Briefing Which of multiple breaches of the proper purpose rule matters?
Company articles allowed directors to issue a notice to shareholders interested in its shares asking if they were acting in concert (to conduct a corporate raid).
Corporate / Briefing Art 125 scheme to move a Jersey company to England
Part of a plan to leave Jersey and relocate a business to the UK.
Corporate / Briefing Subjective and objective views of directors’ duties
The statutory formulation of relief is a shield not a sword. When in doubt directors should seek shareholder authorisation for their actions.
Corporate / Briefing How long have you got to sue a dishonest director?
Directors who behave dishonestly or fraudulently need to understand they will never be off the hook.
Corporate / Briefing Commercial disappointment & failure of substratum not the same
A just and equitable winding up is a remedy of last resort much harder to secure if you cannot show a quasi-partnership but N.B. other remedies exist.
Corporate / Briefing Generous view of fund directors’ duties
The directors defended that even if they had breached their duty they could rely upon their exculpation clause which covered all bar wilful neglect or default.
Corporate / Briefing Inherent jurisdiction invoked to plug an inconvenient gap in (Manx) company law
An excellent case to advance if you ever find yourself threatened with injustice arising from an apparent gap in our legislation which the smaller volume of case law in our island jurisdiction has not yet managed to plug.
Corporate / Briefing Directors’ wrongful trading clearly defined
The liquidators of a failed building company alleged wrongful trading against the directors because they had kept going too long.
Corporate / Briefing Tax changes for non-dom UK property owners
Advance warning of inheritance tax charges for non-dom UK property owners
Corporate / Briefing Rules to determine fair value payable for shares in a company merger
Integra operated an independent Russian oil field services and equipment manufacturing business listed on the London Stock Exchange.
Corporate / Briefing Guidance for preparing statements of solvency
Directors’ duties towards shareholders change to become duties to creditors
Corporate / Briefing How not to seek a just and equitable winding up
When telling the court what you want advance as many grounds for why you should have it as are reasonably applicable.
Corporate / Briefing Board deadlock and shareholder intervention
The Royal Court was asked to rule on whether the shareholders of a company have a reserve power to act where the board of directors is unable or unwilling to do so.
Corporate / Briefing Declaratory relief in the context of regulatory supervision
SWM, a regulated financial services business, is appealing certain directions issued against it by the Commission.
Corporate / Briefing Winding up of Jersey companies
This briefing note covers the following common methods by which a company registered in Jersey may be wound up.
Corporate / Briefing Setting aside trusts on the grounds of mistake as to tax consequences – S & T Trusts
This briefing concerns the recently published judgment of the Royal Court of Jersey In the matter of the S Trust and the T Trust  JRC259.
Corporate / Briefing Winding up of companies Re Monarch Investments Ltd.
The limited liability company is to joint ventures what marriage is to relationships: it provides the standard legal context in which such arrangements most often operate.