Hatch Legal’s Post

We at Claritas are often instructed by shareholders seeking to redeem their shares in Cayman Islands companies. Here are our top tips: 1.     Check the articles (also check the other constitutional documents including the offering memorandum, shareholders agreement and subscription agreement, but typically the articles will take priority). These documents will set out the exact process to follow to ensure your shares are validly redeemed. They may also contain clauses such as no petition clauses, arbitration clauses and exclusive jurisdiction clauses, which will restrict the action you can take if redemption does not go to plan. 2.     Solvency matters. The company won’t be able to pay the redemption proceeds without breaching Cayman law, unless it will remain able to pay its debts as they fall due once it has done so. 3.     If you go through the redemption process and the company doesn’t pay, unless your options are limited by any of the clauses referred to in point 1 above, you will likely have the option of petitioning for winding-up as a creditor, and/ or bringing litigation to enforce your redemption rights. 4.     Priorities. Cayman has a strict statutory waterfall which sets out the order of payments in liquidation. There is some uncertainty at the moment about where redeemed shareholders will rank as we have conflicting first instance decisions in HQP Corporation (Doyle J, 2023) Direct Lending (Segal J, 2024). These matters are listed before the Court of Appeal on 25-28 November so hopefully their judgment will shed some light on this soon. In the meantime we usually recommend shareholders of troubled Cayman companies redeem as soon as possible, to maximise their chances of ranking as a creditor on liquidation. It goes without saying that every situation is different and we always recommend seeking legal advice at an early stage to position yourself as effectively as possible for any negotiations with the company (and litigation, should the need arise). If you or your clients are facing any of these issues, Mark Burrows and I would be happy to assist.

Empowering Growth: Unlocking Potential through Rights Issues The rights issue, a testament to the resilience and adaptability of modern corporations, is not merely a financial instrument but a strategic move that reflects the confidence of both the company and its shareholders. In this Article, Rupin Chopra, Associate Partner and Shantam Sharma, Associate Advocate at SSRANA & Co., sheds light on the regulatory aspect of rights issue and potential benefits for investors. #ssrana #corporatelaws #corporatelawfirm #corporatepractices #corporatelawyer #rightsissue #shareholders #investor #investment #investmentinshares #financialinstrument https://lnkd.in/gawe2DSv

"WHAT WILL BE THE FATE OF THE COMPANY WHEN THE OWNER OF THE COMPANY DIES?" - Who is entitled to the Company Shares? - ⁠What are the possible risks when the Company Owner Dies? - ⁠What should the Business Inheritance Strategy be according to Shariah & Civil Law? Being surrounded by business owners who want part of their legacy to be continuity of their business even when they are no longer in this world, more and more business owners want to equip themselves with knowledge of Business Succession. Wasiyyah Shoppe Bhd (WSB) have been training their consultants on matters of business succession for some time now to keep pace with the increasing numbers of muslim-owned businesses. What happens to the estate when a shareholder passes away? Upon demise of a shareholder, the shares he/she owns formed as part of his/her estates. This means that all rightful heirs according to the faraid law is entitled to claim their portion on the shares. The situation in most instances will not be favourable for the sustainability of the business because: 🔷The rightful heirs may not have the necessary knowledge and experience to act as a shareholder or director to the company. 🔷The shares will also be diluted as there will be a number of rightful heirs successing the shares of the demise shareholder. 🔷There will also be probability of disputes among the heirs. These challenges are potentially harmful and may jeopardize the company operations and sustainability. Wasiyyah Shoppe Berhad introduces AT TIJARAH, a hybrid business succession solution that combines the Shariah and Civil law together to overcome all the obstacles. Among the Benefits of AtTijarah ✅Successor of the Shares The shareholder can now decide who will receive his/her shares after his/her demise. The successor can be any of the heirs or a non-heir third party whom the shareholders believes has the capability to act as a shareholder / director or leader of the company. The shares will be excluded from estates and will not be distributed to the the heirs according to faraid law. ✅Corporate Governance The shareholders through their appointed directors can determine the standard of corporate governance and limit of authority to be adopted by the current or future directors / leaders of the company. The arrangement will ensure the company operates efficiently according to the existing law and continue to benefits all heirs. ✅Benefits for Heirs and Specific Donees Via AlTijarah, the shareholders can make arrangement that the future dividends / payout / proceeds received by his/her successor will also be enjoyed by his / her heirs or any specific donee determine by the current shareholder. Charity organization can also be included as donee. For more information: https://lnkd.in/gj_EcKtM Calling all muslim business owners for a discussion on business succession over a cup of coffee. Datin Dr Zahurin Mohamed 019 606 6326 #legacyplanning #inheritanceplanning #legacy

"This session will focus on providing lawyers, accountants, directors, board members and other stakeholders with practical and current information on the insolvency and restructuring regimes in Ireland and the Cayman Islands." In the upcoming Mondaq webinar from Dillon Eustace, Jamie Ensor and Niall Dodd will cover the following topics: • Examinership and Part 9 Schemes in Ireland as a base and an alternative to London for cross-border restructurings • Judicial certainty and Court capability • Recognition in the US, Europe and the UK • Recognition of Cayman IP appointments in Ireland • Developments in restructuring in the Cayman Islands as we approach the two-year anniversary of the recent statutory changes • Key litigation trends in insolvency relating to Segregated Portfolio Companies and • Special Purpose Acquisition Companies, in particular Judicial pragmatism and flexibility in the Cayman Islands Register NOW for FREE expert insights on July 11th 2024: https://bit.ly/45k3Vhs #restructuring #insolvency #litigation #CaymanIslands #Ireland #webinars #contentmarketing #legalinsights #lawfirmmarketing #legalmarketing #mondaq

"This session will focus on providing lawyers, accountants, directors, board members and other stakeholders with practical and current information on the insolvency and restructuring regimes in Ireland and the Cayman Islands." In the upcoming Mondaq webinar from Dillon Eustace, Jamie Ensor and Niall Dodd will cover the following topics: • Examinership and Part 9 Schemes in Ireland as a base and an alternative to London for cross-border restructurings • Judicial certainty and Court capability • Recognition in the US, Europe and the UK • Recognition of Cayman IP appointments in Ireland • Developments in restructuring in the Cayman Islands as we approach the two-year anniversary of the recent statutory changes • Key litigation trends in insolvency relating to Segregated Portfolio Companies and • Special Purpose Acquisition Companies, in particular Judicial pragmatism and flexibility in the Cayman Islands Register NOW for FREE expert insights on July 11th 2024: https://bit.ly/45k3Vhs #restructuring #insolvency #litigation #CaymanIslands #Ireland #webinars #contentmarketing #legalinsights #lawfirmmarketing #legalmarketing #mondaq

Here are my legal tips for #investors with respect to the Corporate Transparency Act, a new law requiring most US companies to report to the federal government the names of their Beneficial Owners (including investors in many cases). A key #CTA compliance deadline arrives this December, so investors should talk to their portfolio companies now to prepare. #CorporateTransparencyAct #angelinvestors #angelinvesting #venturecapital #startups https://lnkd.in/gBKCPnz9

"This session will focus on providing lawyers, accountants, directors, board members and other stakeholders with practical and current information on the insolvency and restructuring regimes in Ireland and the Cayman Islands." In the upcoming Mondaq webinar from Dillon Eustace, Jamie Ensor and Niall Dodd will cover the following topics: • Examinership and Part 9 Schemes in Ireland as a base and an alternative to London for cross-border restructurings • Judicial certainty and Court capability • Recognition in the US, Europe and the UK • Recognition of Cayman IP appointments in Ireland • Developments in restructuring in the Cayman Islands as we approach the two-year anniversary of the recent statutory changes • Key litigation trends in insolvency relating to Segregated Portfolio Companies and • Special Purpose Acquisition Companies, in particular Judicial pragmatism and flexibility in the Cayman Islands Register NOW for FREE expert insights on July 11th 2024: https://bit.ly/45k3Vhs #restructuring #insolvency #litigation #CaymanIslands #Ireland #webinars #contentmarketing #legalinsights #lawfirmmarketing #legalmarketing #mondaq

From Partners to Revials!! When someone exits a business it can leave your company exposed How can you deter a cofounder, director or senior manager setting up in competition or stealing your staff or clients? How can you take action if this does take place upon exit? How do you protect your business goodwill, IP, staff and clients from this as a disgruntledfounders or manager could jeopardise your business. Having drafted many contracts and resolved many disputes in and out of court, please read my experienced advice here #restrictivecovenants #employmentlaw #founders #founderdispute #exit #shareholderdispute https://lnkd.in/eSqQt_aX A City Law Firm Jacqueline Watts Johnny McNamara Simon Paul Susanna Toth Lee Beatrice Hackett Elaine Gold Small Business Research + Enterprise Centre Crystal Dias François Reynier Edua Effiom

"This session will focus on providing lawyers, accountants, directors, board members and other stakeholders with practical and current information on the insolvency and restructuring regimes in Ireland and the Cayman Islands." In the upcoming Mondaq webinar from Dillon Eustace, Jamie Ensor and Niall Dodd will cover the following topics: • Examinership and Part 9 Schemes in Ireland as a base and an alternative to London for cross-border restructurings • Judicial certainty and Court capability • Recognition in the US, Europe and the UK • Recognition of Cayman IP appointments in Ireland • Developments in restructuring in the Cayman Islands as we approach the two-year anniversary of the recent statutory changes • Key litigation trends in insolvency relating to Segregated Portfolio Companies and • Special Purpose Acquisition Companies, in particular Judicial pragmatism and flexibility in the Cayman Islands Register NOW for FREE expert insights on July 11th 2024: https://bit.ly/45k3Vhs #restructuring #insolvency #litigation #CaymanIslands #Ireland #webinars #contentmarketing #legalinsights #lawfirmmarketing #legalmarketing #mondaq

Alon Kapen discusses the impact of a recent court decision on corporate governance and the enforceability of stockholder agreements in this week's New York Venture Hub blog post. Read the blog here: https://lnkd.in/eUUAh9tb #newyorkventurehub #corporategovernance #shareholder