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The Privy Council handed down its decision in Pearson v Primeo Fund on 27 January 2020, the latest episode in the seemingly endless aftermath of the Ponzi scheme perpetrated by Bernard Madoff.

The Privy Council has today handed down the eagerly awaited judgment in the Maso & Blackwell v Shanda Games appeals. In a judgment delivered by Lady Arden, the Board has unanimously held that a minority discount is to be applied to the fair value determination of the dissenters’ shares in this case under section 238 of the Cayman Islands Companies Law.

In the recent decision of In the Matter of Inmarsat Plc [2019] EWHC 3470 (Ch), the English High Court considered the requirements for an explanatory statement (ES) to a scheme of arrangement to satisfy section 897(2) of the Companies Act 2006.

In Delaware, like in the Cayman Islands, shareholders have the right to dissent from a merger and demand “fair value” for their shares as determined by the Court.  A string of decisions from the Delaware Courts in the latter part of 2019 suggest a shift away from DCF towards market-based valuation approaches in appraisal proceedings.

In the recent decision of Palladyne v Upper Brook the Cayman Islands Court of Appeal (CICA) analysed the Sanctions Order which gives effect to the resolutions of the UNSC which required the freezing of Libyan state assets. Shares in three Cayman investment funds held by specified Libyan entities were frozen pursuant to the Sanctions Order. Article 10(1) prohibits dealing with a frozen asset. The CICA upheld the judgment of Segal J (see Harneys’ previous article on that decision).

In the fifth and final episode of our Take 10 podcast series for 2019, Ian Mann and Dayton Riddle discuss whether a board of directors of a Cayman Islands company has the right to petition to wind up the company without shareholder approval, for restructuring or insolvency purposes.