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Gett off (the register of members) – Grand Court adjudicates on Prince’s estate

The Financial Services Division of the Grand Court on 15 November 2018 gave judgment in the matter of Project Panther Ltd v Comerica Bank & Trust (As Personal Representative of the Estate of Mr Prince Rogers Nelson).

The case concerned an application by a Cayman Islands company (Project Panther) to rectify the register of members by the removal of Prince Rogers Nelson (Prince) as a shareholder. Project Panther is the parent company of other entities which operate ‘Tidal’, a digital music streaming business. Among the owners of Tidal are such luminaries as Daft Punk, Madonna and Beyoncé. Prince is, well, Prince.

The validity of a purported agreement whereby Prince became a shareholder of Project Panther was disputed and was the subject of a probate action in Minnesota in the United States. That action centred around a petition filed in the probate action in which Project Panther alleged that Prince and/or his estate had breached contractual terms. The Prince Estate denied any such wrongdoing and, further, disputed the authenticity and validity of those alleged contractual terms.

The parties arrived at a settlement which was approved by the Minnesotan probation Court. One of the terms of settlement was that Panther Project would bring an application for the rectification of register of members of Project Panther in the Grand Court and that The Prince Estate would cooperate, in good faith, with the application.

The Grand Court considered whether Prince was without sufficient cause entered in the register of members of Project Panther, within the meaning of section 46 of the Companies Law, which provides that in rectification applications, the court should have regard to the “justice of the case”. As part of the settlement agreement, both parties agreed that Prince, in fact, never became a member of the company and agreed that his name should be removed from the register of members on that basis. Chief Justice Smellie found that the fact of the settlement was axiomatic and that Prince’s name had been entered on Project Panther’s register of members without sufficient cause. The Court further considered whether the settlement agreement, as a commercially sensitive document, deserved protection from public disclosure. It concluded that in recognition of the public interest in open justice, the material filed in the case should be available to the public but in suitably redacted form.

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