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In the Matter of S. 46 of the Companies Law (2011 Revision) and in the Matter of Fulcrum Utility Investments Limited Cause No. FSD 82 of 2012, Quin J 30 July 2012

July 2012 Companies Rectification of Share Register

CAYMAN ISLANDS

GRAND COURT

COMPANIES - INVALID ISSUE OF SHARES - MISTAKE - RECTIFICATON OF REGISTER

Fulcrum established a share incentive scheme to motivate its management team to achieve certain targets. However, an administrative error occurred when the incentive shares were issued. Fulcrum inadvertently purported to issue certain shares at less than par value, and did not follow the procedure set out in Section 35 of the Companies Law to lawfully issue the shares at a discount. Some time passed before the error was discovered. In order to ensure that its staff could not be considered liable for any perceived unpaid balance on the incentive scheme shares, Fulcrum sought a declaration that the issue of the shares was void for illegality as well as under the doctrine of mistake. Fulcrum was solvent at the time of the application and its creditors consented to the application.

 

To continue reading full articles in PDF format:
In the Matter of S. 46 of the Companies Law (2011 Revision) and in the Matter of Fulcrum Utility Investments Limited Cause No. FSD 82 of 2012, Quin J 30 July 2012

 

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Email: mark.forte@conyersdill.com


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


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Offshore Cases

In the Matter of S. 46 of the Companies Law (2011 Revision) and in the Matter of Fulcrum Utility Investments Limited Cause No. FSD 82 of 2012, Quin J 30 July 2012

01 July 2012

CAYMAN ISLANDS

GRAND COURT

COMPANIES - INVALID ISSUE OF SHARES - MISTAKE - RECTIFICATON OF REGISTER

Fulcrum established a share incentive scheme to motivate its management team to achieve certain targets. However, an administrative error occurred when the incentive shares were issued. Fulcrum inadvertently purported to issue certain shares at less than par value, and did not follow the procedure set out in Section 35 of the Companies Law to lawfully issue the shares at a discount. Some time passed before the error was discovered. In order to ensure that its staff could not be considered liable for any perceived unpaid balance on the incentive scheme shares, Fulcrum sought a declaration that the issue of the shares was void for illegality as well as under the doctrine of mistake. Fulcrum was solvent at the time of the application and its creditors consented to the application.

 

To continue reading full articles in PDF format:
In the Matter of S. 46 of the Companies Law (2011 Revision) and in the Matter of Fulcrum Utility Investments Limited Cause No. FSD 82 of 2012, Quin J 30 July 2012

 

 

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