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Offshore Cases

In The Matter Of Integra Group (Unreported, 28 August 2015, Jones J) | Blackwell Partners LLC – Series A -v- Qihoo 360 Technology Co Ltd (unreported, 26 January 2017) | Homeinns Hotel Group -v- Maso Capital Investments Limited & Ors

March 2017 Companies Mergers & Acquisitions

CAYMAN ISLANDS

GRAND COURT

The Cayman Islands has recently seen a flurry of merger activity, in many instances as a result of listed entities seeking to engage in 'go private' deals involving companies incorporated in the jurisdiction. The statutory merger and consolidation process set out in Part XVI of the Companies Law (2016 Revision) (the “Law”) is an attractive and increasingly well-used option for effecting such deals. However, as a result of a spike in the number of shareholders willing to exercise their rights under the shareholder appraisal rights regime set out in Section 238 of the Law, such deals are also resulting in an increase in litigation before the Grand Court of the Cayman Islands (the “Court”).

In two recently published judgments, the Court has painted a clearer picture of the rights and obligations of the parties seeking a “fair value” determination pursuant to Section 238 of the Law, and clarified the avenues of relief available to dissenting shareholders in the pre-trial stage of such litigation. The judicial guidance in these judgments gives some insight into how applications for interim payments and discovery will be dealt with by the Court, and may assist those considering a statutory merger or consolidation in the Cayman Islands to become better informed about the likely issues they may face in pursuing such deals.

 

To continue reading full articles in PDF format:
In The Matter Of Integra Group (Unreported, 28 August 2015, Jones J) | Blackwell Partners LLC – Series A -v- Qihoo 360 Technology Co Ltd (unreported, 26 January 2017) | Homeinns Hotel Group -v- Maso Capital Investments Limited & Ors

 

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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

In The Matter Of Integra Group (Unreported, 28 August 2015, Jones J) | Blackwell Partners LLC – Series A -v- Qihoo 360 Technology Co Ltd (unreported, 26 January 2017) | Homeinns Hotel Group -v- Maso Capital Investments Limited & Ors

08 March 2017

CAYMAN ISLANDS

GRAND COURT

The Cayman Islands has recently seen a flurry of merger activity, in many instances as a result of listed entities seeking to engage in 'go private' deals involving companies incorporated in the jurisdiction. The statutory merger and consolidation process set out in Part XVI of the Companies Law (2016 Revision) (the “Law”) is an attractive and increasingly well-used option for effecting such deals. However, as a result of a spike in the number of shareholders willing to exercise their rights under the shareholder appraisal rights regime set out in Section 238 of the Law, such deals are also resulting in an increase in litigation before the Grand Court of the Cayman Islands (the “Court”).

In two recently published judgments, the Court has painted a clearer picture of the rights and obligations of the parties seeking a “fair value” determination pursuant to Section 238 of the Law, and clarified the avenues of relief available to dissenting shareholders in the pre-trial stage of such litigation. The judicial guidance in these judgments gives some insight into how applications for interim payments and discovery will be dealt with by the Court, and may assist those considering a statutory merger or consolidation in the Cayman Islands to become better informed about the likely issues they may face in pursuing such deals.

 

To continue reading full articles in PDF format:
In The Matter Of Integra Group (Unreported, 28 August 2015, Jones J) | Blackwell Partners LLC – Series A -v- Qihoo 360 Technology Co Ltd (unreported, 26 January 2017) | Homeinns Hotel Group -v- Maso Capital Investments Limited & Ors

 

 

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