There are a number of reasons why new funds would consider launching a cayman lp master fund rather than the more traditional cayman limited company structure. Duties of a director under the law of the cayman islands i introduction set out below is a summary of the duties imposed by the law of the cayman islands upon a director of a cayman islands company and a description of the standard a director is obliged to meet in the proper discharge of those duties. An individual director must act in good faith in his dealings with or on behalf of the company and exercise the powers and fulfil the duties of his office honestly. Directors duties and obligations under cayman islands law there is no statutory codification in the cayman islands of the general duties, obligations and liabilities owed by directors to cayman islands exempted companies and the duties are based on a combination of english common law, statute and regulatory guidance. The chart below outlines some of the key considerations and differences when deciding between a cayman lp or a cayman ltd. Cayman islands duties and liabilities of directors walkers global. There is no statutory codification in the cayman islands of the general duties, obligations and liabilities owed by directors to cayman islands exempted companies and the general duties are based on a combination of english common law, statute and regulatory guidance. Walkers advises on the laws of bermuda, the british virgin islands bvi, the cayman islands, guernsey, ireland and jersey channel islands.
This legal guide summarises the duties imposed by the law of the cayman islands upon a director of a cayman islands company and includes a description of the standard a director is obliged to meet in the proper discharge of those duties. A summary of duties and liabilities of directors of companies incorporated under the laws of the cayman islands. Laura medley laura is a highly experienced independent director and currently provides independent directorship and corporate secretarial services to a select group of cayman islands domiciled funds working closely with investment managers, investment banks, administrators, auditors and law firms in the execution of her duties. This memorandum provides a summary of duties and liabilities of directors of companies incorporated under the laws of the cayman islands. Common law duties applicable to directors are generally varied under the terms of the articles of association of a cayman company including provision for delegation of directors powers to service. Cayman islands duties and liabilities of directors of. Duties of a director under the law of the cayman islands. Disqualification unlike many jurisdictions there are no provisions contained in the laws of the cayman islands for the disqualification of directors. The companies law revised in the cayman islands does not specify the fiduciary or other duties imposed on company directors. These include claims for breaches of fiduciary duties, as well as the breaches of the duty to exercise reasonable skill, care and diligence. Duties, liabilities, and remedies mortimore qc, simon on. Duties of directors of cayman companies corporatecommercial. Provision of directors and officers cayman management.
British virgin islands cayman islands guernsey jersey cape town hong kong london singapore directors duties, liabilities and indemnities in guernsey the advent of the solvency based approach to company activity in guernsey brings into critical focus the scope and nature of the duties incumbent upon the directors of a. Duties are categorised at common law as fiduciary, skill, care and diligence. We are experienced in all types of international and crossborder transactions covering a broad range of sectors with a particular focus on both contentious and noncontentious corporate and finance law, investment funds, private equity. Duties of a director under british virgin islands law. Directors must exercise independent judgement, always acting in the best interests of the regulated fund, taking into consideration the interests of the investors as a whole. Cayman islands duties and liabilities of directors of cayman island companies. Our research commenced with an examination of the position in the cayman islands on directors duties. This company director checklist has been produced as a practical guide to directors duties in the cayman islands under the common law.
Under the companies law, officers are broadly subject to the same duties as those imposed on a director. The duties of a cayman director would typically be to that of the fund however, in particular cases, can be. Directors duties and liabilities under cayman islands law. Patrick bodden, tep, was appointed to the post of deputy managing director. The legal responsibilities and powers of directors are therefore the subject of this examination and in particular the general fiduciary duties and. Duties of directors of companies in the cayman islands are determined by cayman. The purpose of this guide is to provide an overview of the powers, duties and obligations of a director of an exempted company fund incorporated under the companies law of the cayman islands. It was found that, in the cayman islands, the primary source from which directors. Directors duties and obligations under cayman islands law harneys.
This leaves all of the funds directors, including any independent directors, with bystander or spectator roles. Duties and obligations of a director of a cayman islands. It is not intended to be an exhaustive statement of the law in this area but merely to be of some guidance to persons who act as directors of such companies. Directors registration and licensing in the cayman islands. The law reform commission submits for consideration its final report on the issue of whether there should be codification of the fiduciary duties of company directors in the cayman islands. Directors duties cayman islands law reform commission. All directors whether natural persons or corporate directors of covered entities, being. In our view, decisions defining the scope of the fiduciary duties of company directors will be helpful in setting the parameters for gps duty under. Our agents can help new company directors in the cayman islands with complete information about the local laws applicable to them. It is fair to say that since the inception of the mutual funds law in 1993 the role of the directors has expanded both in terms of actual duties as well as the expectations of a directors awareness of sector. Duties of directors under cayman islands law, our directors have a fiduciary duty to the company to act in good faith in their dealings with or on behalf of our company and exercise their powers and fulfill the duties. The 2006 act has changed this and, for the first time, directors duties are now codified, in an attempt to provide clarity and certainty, although the common law is still relevant. In order to understand the basis for this notion, take a closer look at the activities of the investment manager of a typical standalone cayman islands corporate fund. Mandate of the board of directors page 1 of 2 the board of directors the board of caribbean utilities company, ltd.
These duties may be supplemented by listing rules or other regulations in the country where a cayman islands company is listed. Directors duties and obligations under cayman islands law. Please note that a breach of the duties outlined below may be waived by obtaining the fully informed consent of the shareholders. One should note that there is no statutory codification in the cayman islands of the general directors duties, responsibilities and liabilities. Alric lindsay is a cayman islands corporatefunds lawyer and an independent fund director approved by the cayman islands monetary authority and licensed under the directors registration and licensing law.
The cayman islands courts would regard the decisions of the english courts in relation to the duties and liabilities of a director as highly persuasive. Under the common law, directors owe fiduciary duties and certain duties of skill and care. Alric also acts as voluntary liquidator to cayman islands entities. L directors, officers and other people with relevant books and records have a responsibility to the company and to the creditors, and must not obstruct the liquidator in carrying out their duties. A quick guide to directors duties in the cayman islands. Directors duties, liabilities and indemnities in guernsey. Ongoing obligations for registered or licensed directors. Covid19 and contractual force majeure introduction arising from the emergence of covid19, it has become obvious that there shall be a massive impact upon. This quick guide provides an overview of some of the main duties of directors of cayman islands companies. There is no statutory codification in the cayman islands of the general. At common law a director owes two types of duty to the company.
What are the directors duties to the corporation and the stockholders. A d i rec t onx hb, pf m as duties, a greater degree of skill and care than may reaso nably be expected from a person of his knowledge and experience. Acting as a director of a cayman islands company ogier. Directors duties in the cayman islands and the weavering macro judgment a directors duties in the cayman islands 18. Directors duties for cayman hedge funds in light of cima. The concepts of a company and corporate governance. Cayman islands court of appeal weavering macro fixed income fund ltd. Role of directors cayman independent fund directors. Insolvency and directors duties in the cayman islands. Mclean was appointed deputy managing director supervision on 1 september. Adopted specifically to address the needs of the cayman islands as a major financial center, the cayman islands insolvency regime focuses on the rights of creditors of all priorities.
Particular circumstances or transactions should be the subject of specific legal advice given on the. The board will provide independent, effective leadership to supervise. Contents introduction 2 common law duties and liabilities of directors 2 fiduciary duties 2 duties of skill and care 2 negligent misstatement 2 deceit 3 statutory duties and liabilities of directors 3 the companies law 3 the penal code 4 the proceeds of crime. Duties of company directors at common law the companies law revised in the cayman islands does not specify the fiduciary or other duties imposed on company directors. Walkers cayman duties and liabilities of directors. The information contained in this guide is provided for the general interest of our readers, but is not intended to constitute legal advice. Chairman description august 2006 caribbean utilities.
Directors duties and obligations under cayman islands law download pdf 03 apr 2018. Cayman islands the directors registration and licensing law. Qualifications for cayman professional directors cayman. It has long been established that a director owes both common law and fiduciary duties to the company for whom he acts. Instead, their general duties are based on a combination of english common law and statute. Duties of directors, such as they are derive from english common law. The purpose of this guide is to give the reader a broad overview of the duties and liabilities imposed on a director of a company incorporated in the british virgin islands bvi. The directors registration and licensing law, 2014. Cayman islands directors and managers lists available for.
Although this is the first case in which directors of a failed cayman islands investment fund have been held liable for the funds losses, the principles of law applicable to the decision are not new. Chairman of the board of directors description adopted august 25, 2006 in addition to the responsibilities and specific duties set out in the board mandate, the chairman of the board of directors the board chair caribbean utilities company, ltd. Directors of cayman islands investment funds owe the same duties as directors of any other corporate entity. The duties of directors of companies incorporated in the cayman islands are governed primarily by the companies law 20 revision the law and precedents established by the common law.
Directors are responsible to the company and not, in the absence of special circumstances, also to the shareholders as individuals. Cayman islands companies which are regulated by or registered with cima. This position requires strong supervisory, leadership, and communication skills along with a warm and nurturing disposition. The sog provides considerable guidance on director duties. Directors and management of the cayman island monetary. This memorandum provides a summary of the duties and liabilities of a director of a company incorporated under the laws of the cayman islands. Cayman independent director services dms governance. Duties of directors of cayman companies this briefing seeks to provide a broad outline of the duties of directors of cayman companies and in particular those companies which are structured as investment funds, it is not intended to be a comprehensive guide and specific advice should always be sought on any particular. There are no formal corporate rescue or reorganization provisions outside of the companies law. Directors responsibilities in cayman investment funds. Plan, organize, direct, manage, and supervise programs for preschoolage children and facilitate positive relations among preschool staff, parents, and the church congregation. The directors of a cayman islands company need to observe a set of statutory and fiduciary duties, as prescribed in the companies law and the common law. Guide for directors of insolvent companies in the cayman.
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