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Offshore Cases

Ciban Management Corporation -v- Citco (BVI) Limited and Tortola Corporation Company Limited Claim No. BVIHCV 2007 of 301

November 2012 Companies

BRITISH VIRGIN ISLANDS

HIGH COURT (COMMERCIAL DIVISION)

INTERNATIONAL BUSINESS COMPANIES ORDINANCE - NATURE AND EXTENT OF DUTIES OWED BY PROFESSIONAL DIRECTOR APPOINTED BY FIDUCIARY SERVICE PROVIDER - SECTION 54(1) AND 80 OF THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE

This case is noteworthy for the Commercial Judge’s treatment of the nature of duties owed to a Company by a professional director, Tortola Corporation Company Limited (“TCCL”). TCCL was appointed by Citco (BVI) Limited, a fiduciary service provider (“Citco”) as director of Spectacular Holdings Inc (“Spectacular”) (which merged with the Claimant). Spectacular was bought off the shelf from Citco by the sole beneficial owner. The sole beneficial owner wanted TCCL not to act otherwise than on his instructions. The Court felt that implicit in the relationship between the sole beneficial owner, TCCL was not required to and, indeed was not expected to, exercise any independent executive functions or discretion. TCCL was intended and engaged to be nothing more than the instrument through which the sole beneficial owner’s will could be given legal effect and that this division of responsibility between the sole beneficial owner of a company and its board was a: “perfectly lawful arrangement”.

 

To continue reading full articles in PDF format:
Ciban Management Corporation -v- Citco (BVI) Limited and Tortola Corporation Company Limited Claim No. BVIHCV 2007 of 301

 

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EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel: +1 441 298 7814
Email: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel: +1 284 852 1113
Email: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel: +1 345 814 7777
Email: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, QC
Tel: +852 2842 9553
Email: nigel.meeson@conyersdill.com

Offshore Cases

Ciban Management Corporation -v- Citco (BVI) Limited and Tortola Corporation Company Limited Claim No. BVIHCV 2007 of 301

01 November 2012

BRITISH VIRGIN ISLANDS

HIGH COURT (COMMERCIAL DIVISION)

INTERNATIONAL BUSINESS COMPANIES ORDINANCE - NATURE AND EXTENT OF DUTIES OWED BY PROFESSIONAL DIRECTOR APPOINTED BY FIDUCIARY SERVICE PROVIDER - SECTION 54(1) AND 80 OF THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE

This case is noteworthy for the Commercial Judge’s treatment of the nature of duties owed to a Company by a professional director, Tortola Corporation Company Limited (“TCCL”). TCCL was appointed by Citco (BVI) Limited, a fiduciary service provider (“Citco”) as director of Spectacular Holdings Inc (“Spectacular”) (which merged with the Claimant). Spectacular was bought off the shelf from Citco by the sole beneficial owner. The sole beneficial owner wanted TCCL not to act otherwise than on his instructions. The Court felt that implicit in the relationship between the sole beneficial owner, TCCL was not required to and, indeed was not expected to, exercise any independent executive functions or discretion. TCCL was intended and engaged to be nothing more than the instrument through which the sole beneficial owner’s will could be given legal effect and that this division of responsibility between the sole beneficial owner of a company and its board was a: “perfectly lawful arrangement”.

 

To continue reading full articles in PDF format:
Ciban Management Corporation -v- Citco (BVI) Limited and Tortola Corporation Company Limited Claim No. BVIHCV 2007 of 301

 

 

EDITOR & HEAD OF LITIGATION BERMUDA

Christian R. Luthi
Tel.: +1 441 298 7814
Email.: christian.luthi@conyersdill.com


Head of Litigation British virgin islands

Mark J. Forte
Tel.: +1 284 852 1113
Email.: mark.forte@conyersdill.com


Head of Litigation Cayman Islands

Paul Smith
Tel.: +1 345 814 7777
Email.: paul.smith@conyersdill.com


HEAD OF THE ASIA DISPUTES & RESTRUCTURING GROUP

Nigel K. Meeson, Q.C.
Tel.: +852 2842 9553
Email.: nigel.meeson@conyersdill.com