Directors’ duties and obligations under Cayman Islands law

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There is no statutory codification in the Cayman Islands of the general duties, obligations and liabilities owed by directors to Cayman Islands exempted companies and the general duties are based on a combination of English common law, statute and regulatory guidance. In most cases directors are responsible to the company and not, in the absence of special circumstances, to the shareholders as individuals. For these purposes as a general rule, the company is defined by reference to the interest of both present and future shareholders of the company as a whole and the consent of individual disadvantaged shareholders is not required where directors choose a particular course of action.