Mr Oliver Payne

Oliver Payne

Updates

Corporate & Commercial

Appraising Section 238 fair value proceedings: an overview
Cayman Islands | 06 April 2020

Section 238 of the Companies Law (2020 Revision) provides an avenue through which shareholders of a merged or consolidated Cayman Islands company can apply to have the fair value of their shares determined by the Grand Court. Section 238 has its origins in Delaware law and was first introduced into the Cayman Islands Companies Law in 2009. After a relatively uneventful first few years in operation, Section 238 is now at the forefront of jurisprudence.

Corporate Finance/M&A

Standard directions in Section 238 appraisal proceedings confirmed
Cayman Islands | 24 June 2020

In a decision that provides additional certainty to dissenting shareholders, the Grand Court has rejected a company's efforts to recast the procedural framework for appraisal proceedings brought under Section 238 of the Companies Law (as revised). This decision follows the significant 2019 ruling of Chief Justice Smellie in JA Solar, which has become the touchstone for directions orders in Section 238 proceedings.

Insolvency & Restructuring

Court of Appeal validates test under Section 99 of Companies Law
Cayman Islands | 17 April 2020

The Court of Appeal has provided much needed clarification of the test for validating certain transactions by companies that are subject to a winding-up petition, pursuant to Section 99 of the Companies Law (2020 Revision). Section 99 operates to help maintain the status quo of a company at the date of a winding-up petition so that the winding-up petition can continue to achieve its purposes.

Litigation

Standard directions in Section 238 appraisal proceedings confirmed
Cayman Islands | 23 June 2020

In a decision that provides additional certainty to dissenting shareholders, the Grand Court has rejected a company's efforts to recast the procedural framework for appraisal proceedings brought under Section 238 of the Companies Law (as revised). This decision follows the significant 2019 ruling of Chief Justice Smellie in JA Solar, which has become the touchstone for directions orders in Section 238 proceedings.

Private Client & Offshore Services

Standard directions in Section 238 appraisal proceedings confirmed
Cayman Islands | 18 June 2020

In a decision that provides additional certainty to dissenting shareholders, the Grand Court has rejected a company's efforts to recast the procedural framework for appraisal proceedings brought under Section 238 of the Companies Law (as revised). This decision follows the significant 2019 ruling of Chief Justice Smellie in JA Solar, which has become the touchstone for directions orders in Section 238 proceedings.

Court of Appeal validates test under Section 99 of Companies Law
Cayman Islands | 16 April 2020

The Court of Appeal has provided much needed clarification of the test for validating certain transactions by companies that are subject to a winding-up petition, pursuant to Section 99 of the Companies Law (2020 Revision). Section 99 operates to help maintain the status quo of a company at the date of a winding-up petition so that the winding-up petition can continue to achieve its purposes.

Appraising Section 238 fair value proceedings: an overview
Cayman Islands | 02 April 2020

Section 238 of the Companies Law (2020 Revision) provides an avenue through which shareholders of a merged or consolidated Cayman Islands company can apply to have the fair value of their shares determined by the Grand Court. Section 238 has its origins in Delaware law and was first introduced into the Cayman Islands Companies Law in 2009. After a relatively uneventful first few years in operation, Section 238 is now at the forefront of jurisprudence.