Cayman Islands: Corporate Governance

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Article
Good Faith In Action, Not Just Belief: The UK Supreme Court’s Decision In Saxon Woods Investments Limited V Costa And Its Significance In The Cayman Islands
The UK Supreme Court's decision in Saxon Woods clarifies that directors cannot justify covert or disloyal conduct simply by claiming they sincerely believed they were acting in the company's best interests. This landmark ruling examines the boundaries of the duty to act in good faith, establishing that while business judgment remains protected, the means by which directors pursue their objectives must meet objective standards of loyalty and transparency.
Cayman Islands Commercial
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Appleby
Article
Directors Cannot Delay Shareholder Votes: Cayman Court Limits Postponement Powers
When a majority shareholder sought to remove directors through an extraordinary general meeting, the board attempted to postpone the vote indefinitely using broadly drafted powers in the company's articles of association. The Cayman Grand Court was asked to determine whether such procedural mechanisms could be deployed to effectively neutralise fundamental shareholder rights, and whether directors could entrench themselves by blocking the very votes intended to remove them.
Cayman Islands Commercial
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