Has the Shareholders' Oppression Remedy Arrived in Cayman?

Fraser Hughes • Posted 08/05/2009 • Under Articles

In response to a Petition to wind up a Cayman Islands' company on the just and equitable ground, recent amendments to the Companies Law permit the Court to make orders in the alternative to winding up. Those alternative powers are set out in subsection 95(3) of The Companies (Amendment) Bill, 2007. They include powers in the nature of injunctive relief and a general power to regulate the conduct of the company's affairs in the future.

While this is a recent development in Cayman Islands' law, it is an established remedy in many commonwealth jurisdictions, typically referred to as the oppression remedy.

While the specific statutory language differs between commonwealth jurisdictions, courts have applied similar principles in implementing the oppression remedy and have found the decisions of other commonwealth jurisdictions to be persuasive. This article sets out some of those general principles and contrasts the language used in subsection 95(3) with that used in other jurisdictions. As will be seen, there are some peculiar features of the language in subsection 95(3) that leave its application rather ambiguous. Much could turn on how that language is interpreted in the initial cases that come before the Grand Court.

A version of this article was originally published in The Cayman Islands Journal.