Exploring Offshore Litigation

The recent decision of the Grand Court of the Cayman Islands in In the Matter of Logan Group Company Limited provides a useful reminder of the principles governing the sanctioning of schemes of arrangement under section 86 of the Cayman Islands' Companies Act.
The Court's clear articulation of the hurdles a company must overcome, together with clarification of the Court's approach to exercising its discretion at a sanction hearing, will serve as useful practical guidance to insolvency practitioners advising distressed companies in relation to a proposed scheme, particularly those with complex cross-border debt structures.
Logan Group Company Limited, a...

The court upheld the first instance judge's key findings against two former directors but narrowed the company's recovery. It separated the client money shortfall caused by the wrongdoing from losses generated by ordinary trading. The decision also gives a practical reading of the landmark UK Supreme Court decision in BTI 2014 v Sequana regarding "creditor duty" and claims about insolvent or loss-making companies.
In 2017, Next Generation bought 58 per cent of AFL Insurance Brokers. Before the sale, the Finches were directors of AFL. They had used client money to fund business expenses and concealed trading losses through false accounting. The High...

In a recent decision of the English Commercial court, GLAS SAS (London Branch), as trustee of €250 million in tradeable bonds, succeeded in claims against a BVI-incorporated company and related parties for the misappropriation of shares worth approximately €85 million.
The judgment is a comprehensive illustration of how English courts deploy section 423 of the Insolvency Act 1986 extraterritorially, and of the tort of unlawful means conspiracy, where assets are stripped through offshore vehicles.
GLAS was the trustee of English law bonds with a principal value of €250 million issued by European Topsoho (ETS), a Luxembourg company and indirect subsidiary of the Shandong Ruyi G...

In Smithers and another v Persons Unknown Category 1 and others, the English Commercial Court granted summary judgment in favour of two victims of a crypto asset fraud, ordering the return of Bitcoin and awarding compensatory damages for fungible tokens.
The decision, handed down by Mr Justice Bright, offers an insight into the practical realities of crypto asset recovery.
The two claimants, Ms Nancy Smithers, a Canadian national, and Ms Angelina Usanova, a Maltese national, were induced to invest the equivalent of approximately £10.5 million with what they believed to be a genuine cryptoasset trading platform operating under the name "R...

A handwritten note, a single sentence long, with no witness, no signature block, and no mention of how property should be divided. Can such a document constitute a valid declaration of trust? The Guernsey Court of Appeal has confirmed that it can.
In Ashdown v Fraser, the Court of Appeal dismissed an appeal against a Royal Court decision upholding the validity of a handwritten document by which a settlor declared the shares in a family company to be held for two trusts, without specifying the proportions in which each trust was to benefit. The decision offers useful clarification on...

The English High Court has held that a Djiboutian container terminal operator (DCT) held over US$41 million in shipping profits on trust for the Republic of Djibouti (the Republic) in bank accounts in London[FG1.1]. This finding enabled a contractor (Soprim) with unsatisfied arbitral awards against the Republic to obtain a charging order in respect of the entire sum, despite the fact that Soprim had no judgment against DCT directly.
Djibouti occupies a strategic position at the entrance to the Red Sea and the Gulf of Aden, astride one of the world's busiest shipping lanes. The Doraleh Container Terminal...

Harneys has successfully acted for the joint liquidators of Phoenix Commodities Pvt Ltd (Phoenix), Ryan Jarvis of Deloitte and Rachelle Frisby at Interpath (formerly Deloitte), in an important BVI Court of Appeal decision clarifying when a person has agreed in writing to become a shareholder.
In ICM SPC v Jarvis, the Court held that section 49 of the Business Companies Act 2004 does not require a formal, signed subscription agreement for a share issue to be valid. A contemporaneous exchange of emails, read together with their attachments, may be enough.
The decision is commercially significant for funds, companies, boards and...

On 31 March, the Grand Court of the Cayman Islands delivered its judgment in the Matter of New Ruipeng Pet Group Inc, making orders concerning the appointment of restructuring officers (ROs) over the company.
The judgment holds significance as it is the first to address the jurisdictional threshold that must be satisfied to make such an RO continuation order. The requirements are straightforward: the ROs must demonstrate that the conditions for a de novo appointment continue to exist. However, the effect of the judgment has wider practical implications for ROs, creditors and companies alike.
There are two statutory preconditions...

The BVI has established a reputation for maintaining an independent and highly respected court system for the resolution of high-value commercial disputes.
The courts benefit from adherence to common law principles and the appointment of experienced judges, whose expertise ensures that proceedings are conducted in accordance with internationally recognised standards of fairness and legal rigour. This, combined with a well-developed body of commercial case law, guided by English and Commonwealth authority, has made the BVI a trusted jurisdiction for resolving complex cross-border disputes.
The BVI court system has established itself as a global hub for commercial and insolvency-related...

The BVI has established a reputation for maintaining an independent and highly respected court system for the resolution of high-value commercial disputes.
The courts benefit from adherence to common law principles and the appointment of experienced judges, whose expertise ensures that proceedings are conducted in accordance with internationally recognised standards of fairness and legal rigour. This, combined with a well-developed body of commercial case law, guided by English and Commonwealth authority, has made the BVI a trusted jurisdiction for resolving complex cross-border disputes.
The BVI court system has established itself as a global hub for commercial and insolvency-related...

In the recent decision of the BVI Commercial Court in Transcience Investments Limited v Greentown Holdings (BVI) Inc, the Court dismissed a jurisdiction challenge and related stay application by the Third Defendant, confirming that minority shareholder remedies under the BVI Business Companies Act, Revised Edition 2020 are to be tried in the BVI, while also clarifying how the ECSC CPR 2023 transitional provisions operate.
The case will be of particular interest to those bringing or defending minority shareholder and director-duty claims involving BVI companies with foreign operations, and to practitioners navigating the ECSC CPR 2023 transitional provisions.
Harneys acts for Transcience...

In Liao v Liao [2026] NZCA 250, the New Zealand Court of Appeal has confirmed that the presumption of advancement continues to apply to transfers from parents to adult children in New Zealand, regardless of the child's age or financial independence.
The Court dismissed the appeal on the evidence, holding that the evidence of the parties' intentions clearly displaced the presumption of a resulting trust without recourse to the presumption of advancement. The decision follows several recent New Zealand decisions drifting from the traditional English common law position, which the Court of Appeal has now reaffirmed. In reaching that conclusion, the...

In Liao v Liao [2026] NZCA 250, the New Zealand Court of Appeal has confirmed that the presumption of advancement continues to apply to transfers from parents to adult children in New Zealand, regardless of the child's age or financial independence.
The Court dismissed the appeal on the evidence, holding that the evidence of the parties' intentions clearly displaced the presumption of a resulting trust without recourse to the presumption of advancement. The decision follows several recent New Zealand decisions drifting from the traditional English common law position, which the Court of Appeal has now reaffirmed. In reaching that conclusion, the...

While some may think it odd to pursue an "innocent" counterparty for losses caused by fraud, Logix Aero Ireland Limited v Siam Aero Repair Company Limited demonstrates that such an approach is not doomed to fail, but the contract terms must do the heavy lifting in advance.
As we observed in our Offshore Litigation Blog post on the Logix Aero decision, a breach that merely provides the setting for a third-party fraud will not ground a claim in damages.
Online fraud is not going away. For any defrauded party considering seeking damages from a contractual counterparty, the key...

In a recent decision of the BVI Court, a connected group company was ordered to repay US$125.9 million after a last-minute intra-group loan repayment was found to be an unfair preference.
In Almond v Linxens, the Court held that a payment by Tsinghua Unigroup International Co., Ltd (TUI) to Linxens, made two days before announcing a bond default, was designed to prefer an insider over the external bondholders. The decision confirms that intra-group treasury movements in the twilight zone will be judged by their commercial reality, not their characterisation as ordinary financing activity.
TUI was a BVI-incorporated finance...

The Grand Court has delivered its judgment in Re 58. com, Inc., a long running and highly contested section 238 fair appraisal dispute in the Cayman Islands. Following a six-week trial before the Honourable Chief Justice Ramsay-Hale in 2024, the Court ultimately rejected the dissenters' contended fair value of $105.56 per American Depository share (ADS) (89 per cent higher than the merger consideration) based on a discounted cash flow (DCF) analysis.
Recognising the Privy Council's decision in Maso Capital Investments Ltd v Trina Solar Ltd (Trina Solar), the Court determined that the merger consideration of US$56 per ADS represented the fair value of the...

The Grand Court has delivered its judgment in Re 58.com, Inc., a long running and highly contested section 238 fair appraisal dispute in the Cayman Islands. Following a six-week trial before the Honourable Chief Justice Ramsay-Hale in 2024, the Court ultimately rejected the dissenters' contended fair value of $105.56 per American Depository share (ADS) (89 per cent higher than the merger consideration) based on a discounted cash flow (DCF) analysis.
Recognising the Privy Council's decision in Maso Capital Investments Ltd v Trina Solar Ltd (Trina Solar), the Court determined that the merger consideration of US$56 per ADS represented the fair value of the...

The recent decision in In the Matter of the D, E, F, G and H Trusts serves as an important reminder on the nature of the confidentiality framework in trust proceedings for parties in the Cayman Islands. In a clear and helpful judgment, the Grand Court has restated the principles governing when, and how, confidentiality orders will be granted in private trust cases.
Between 2007 and 2009, a former trustee accepted additions to the trust fund from an individual without appreciating that, under the terms of the trust instrument, the act of making those additions rendered the contributor a "settlor" and...

On 13 May 2026, the Supreme Court of New Zealand granted leave to appeal in RH & JY Trust v WorkSafe New Zealand, and considered whether a trust and/or the trustees of a trust acting collectively constitutes a "person" for statutory purposes.
Although the case arises under New Zealand's Health and Safety at Work Act 2015, the underlying question, whether a trust can bear obligations and liabilities as if it were a distinct legal entity, raises interesting questions about the nature of trusts and trustee liability that are likely to resonate across common law jurisdictions.
A tragic accident took place in...

The Perpetuities Act (2025 Revision) marks an important moment for Cayman Islands trust law. For settlors of new trusts, the legislation offers the power to opt out of any perpetuity limitation at inception. For those who administer existing structures, it creates a streamlined, court-supervised route to convert a fixed-term trust into one of unlimited duration.
In March 2026, in what is understood to be the first successful application of its kind under the new statutory jurisdiction conferred by section 20 of the Perpetuities Act (2025 Revision), Harneys successfully obtained an order from the Grand Court, disapplying the rule against perpetuities for a discretionary...

The Court of Appeal of England and Wales has dismissed an appeal in Logix Aero Ireland Limited v Siam Aero Repair Company Limited, holding that the voluntary acts of fraudsters broke the chain of causation between an assumed breach of a confidentiality clause and the claimant's loss.
The decision restates the principles of legal causation in contract and clarifies the limited reach of London Joint Stock Bank v Macmillan. Although the decision is one of English law, the causation principles applied are common law principles regularly cited in the Cayman Islands and other International Financial Centres (IFCs).
Background<...

In the recent decision of The Trustees v AB and Ors (Re the D Trust) the Cayman Grand Court granted relief under section 64A of the Trusts Act (2021 Revision) (the Act) to set aside a deed of exclusion (Deed of Exclusion) executed by previous trustees in reliance on erroneous UK tax advice.
The decision adds to the growing body of authority on the statutory Hastings-Bass jurisdiction in the Cayman Islands, and includes guidance on the good faith requirement, standing by successor trustees, notification to tax authorities, and whether section 64A applications should be dealt with on the papers.
...

In the recent decision of Lim Yew Cheng v Guanghua SS Holdings Limited, the BVI Court of Appeal dismissed an appeal against a first instance refusal to stay BVI recognition and enforcement proceedings pending the outcome of litigation in Hong Kong.
The judgment is a useful restatement of the demanding test that an applicant must satisfy where it asks the court to put its own proceedings on hold to await the resolution of foreign litigation.
In April 2022, Guanghua SS Holdings Limited (Guanghua) obtained a Hong Kong High Court Judgment arising out of two US$80 million loan facilities personally...

In the recent decision of State House Trust v Friend Media Technology Systems the Jersey Royal Court allowed an appeal against the Master's refusal to exclude an opinion from English counsel filed in support of a summary judgment application.
Commissioner Sir Michael Birt (who is also a Justice of Appeal of the Cayman Islands Court of Appeal) held that there was no requirement to obtain the leave of the court to obtain evidence from a single expert witness, but that in this instance the opinion was inadmissible, and used the occasion to call for the introduction of a rule...

The Grand Court of the Cayman Islands recently delivered its judgment in In the Matter of New Ruipeng Pet Group Inc, concerning the continuation of the appointment of restructuring officers (ROs) over New Ruipeng Pet Group Inc (the Company).
While the outcome was relatively straightforward on the facts, the judgment provides much-needed guidance concerning the grounds that the Court will consider when determining whether to continue the appointment of ROs given it is the first judgment to consider the issue.
On 5 December 2025, ROs were appointed to develop and implement a restructuring plan for the Company and its wider...

Litigants and prospective litigants are now armed with two new tools for discovery in the Cayman Islands, thanks to the newly-introduced Rule 7A of GCR Order 24.
The new rule, which came into force on 30 March 2026 in the Cayman Islands, provides a structured mechanism to obtain discovery of documents before proceedings are commenced and from a non-party to existing proceedings.
Rule 7(A) establishes two distinct categories of application. Under Rule 7(A)(1), a prospective litigant may apply to the Grand Court for discovery prior to proceedings being initiated. This application is made by way of originating summons, and the person...

The British Virgin Islands (BVI) has long occupied a pre-eminent position among the world's offshore jurisdictions for corporate formation.
Hundreds of thousands of entities are registered under the BVI Business Companies Act, Revised Edition 2020 (BCA), and the territory's appeal as a domicile for holding companies, investment vehicles, and international trading structures shows no sign of diminishing. Yet with such a vast population of registered entities comes an inevitable corollary: a great many companies fall into administrative neglect, are struck off the Register of Companies (the Register), and are dissolved—sometimes without their beneficial owners, creditors, or counterparties appreciating the gr...

For a creditor to place a dissolved BVI company into insolvent liquidation, the creditor must first restore the company. Good news to all creditors – AS PNB Banka (in liquidation) v Registrar of Corporate Affairs now confirms that the appointment of a registered agent is not required as a precondition to restoration where the creditor seeks restoration solely for the purpose of placing a dissolved company immediately into insolvent liquidation.
Pursuant to section 91 of the BVI Business Companies Act, Revised Edition 2020 (BCA), a company shall at all times have a registered agent, except if it is in liquidation.
Section 218A...

On 24 March 2026, Justice Segal handed down his long-awaited trial judgment in Laggner v Uphold, dismissing a petition to wind up a Cayman Islands digital money platform on just and equitable grounds. The Petition was filed on 14 June 2022. In the four years since, the matter has been before the Court on three interlocutory occasions, proceeded to a three-week trial, and culminated in a 349-page ruling. It is one of the most substantial contested winding-up petitions to have reached a full trial in the Cayman Islands. The trial judgment is, subject to any appeal, a conclusive determination of the dispute.
Uphold...

Since the launch of ChatGPT in November 2022, the use of generative AI has proliferated across every domain and litigation is no exception. Courts in various jurisdictions have grappled with the challenges posed by the revolutionary technology and provided important guidance.
The decision in Guerin v O'Doherty
In March 2026, the Irish Court of Appeal provided its first guidance to lawyers and litigants on the use of generative AI in litigation in Guerin v O'Doherty [2026] IECA 48. The decision concerned an appeal by the defendant, Gemma O'Doherty against the dismissal of her application to strike out a defamation claim.
The...

Koa Capital LP and 507 Summit LLC (together, the Petitioners) presented a winding up petition on 16 January 2024 in respect of Fang Holdings Limited (the Company), a Cayman-incorporated entity. The petition was directed principally at the conduct of Tianquan Mo (Mr Mo), listed as the First Respondent, who the Petitioners alleged had engaged in wrongdoing that benefited him personally at the expense of the Company. The Company itself was named as the Second Respondent.
Progress was slow. The Petitioners had difficulty effecting service on Mr Mo, and the matter did not come on for a directions hearing until 25 November 2025. By that...

A long-standing question in offshore trust practice concerns the role of the protector and the nature of their power.
When a trust instrument requires a protector's consent before trustees can act, does the protector simply check that the trustees' decision is lawful and rational, or can the protector form its own independent view on whether the proposed course of action serves the beneficiaries' interests?
These two competing positions have become known as the "Narrow Role" and the "Wider Role." Under the Narrow Role, the protector satisfies itself only that a reasonable and properly informed body of trustees could...

In THG Plc v Zedra Trust Company, the UK Supreme Court, by 4-1, overturned the Court of Appeal and held that no statutory limitation period applies to unfair prejudice petitions under section 994 of the Companies Act 2006 (the CA).
Relevant legal provisions
Section 994 of the CA allows a shareholder in a company to petition to the court for a remedy on grounds that the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or some of its members, or that an actual or proposed act or omission...

In Conyers Trust Company (Bermuda) Limited (as trustee of the First Trust) v The Protector of the Second Trust, the Supreme Court of Bermuda exercised its power to set aside a trustee's mistaken exercise of its fiduciary powers to unwind a transaction which would have resulted in unintended tax implications.
The trustee was the trustee of two related trusts, the A Trust and the B Trust. As part of a restructuring, the trustee, acting in its capacity as trustee of the B Trust, entered into a phased transaction which entailed the distribution of all the assets of the B...

In a previous blog post, we discussed the first instance judgment in the Phoenix BVI litigation, where Justice Mangatal considered the formalities for becoming a shareholder under s49 of the BVI Business Companies Act, Revised Edition 2020 (BCA). That judgment has now been appealed, with an accompanying application for a stay of execution.
On 27 February 2026, in ICM SPC v Jarvis, the Court of Appeal refused the stay.
The judgment restates the C-Mobile Services Ltd v Huawei Technologies Co Ltd criteria for stay relief and offers guidance on credibility-based appeals, the limits of using stays as leverage in foreign proceedings...

Mr Shani applied to set aside the Ex Parte Order on a variety of grounds which were dismissed. Mr Shani then appealed and his appeal was also dismissed.
Among the points raised by Mr Shani was that the judge had been wrong to join Mr Shani to the proceedings when the Claim Form pleaded no claim against him. The EC CoA held that this argument was wrong for a variety of reasons including that a party may be joined where it is desirable to do so even if there was no pleaded claim against them. The EC CoA held...

In Lakhany v Hasan, the English High Court* discharged a worldwide freezing order (WFO) for an applicant's failure to adequately discharge their "full and frank" disclosure duty. This case is a welcome reminder of the consequences for artificially elevating a general suspicion of dissipation to a "real risk" before the court.
The facts concerned a contractual dispute over an alleged debt of approximately GBP1 million. The remaining background is of only tangential interest: the key takeaway for litigators is how the "real risk of dissipation" was presented to the court.
Despite the respondent having relocated from the UK...

In the recent decision of Unicorn Biotech Ventures One Ltd v Unicorn Biotech Ventures Two Ltd the Grand Court has for the first time considered the issue of whether it has jurisdiction to compel parties to participate in alternative dispute resolution (ADR) against their wishes, and if so, what factors should be taken into account.
The Grand Court held that it does have the power to do so and the ultimate test will be whether compelling participation in ADR has a real prospect of furthering the overriding objective by bringing about a fair, speedy and cost-effective solution to the...

In Jardine Strategic Limited v Oasis Investment II Master Fund Ltd & Ors the Privy Council (on appeal from Bermuda) held on July 24 that the so-called "Shareholder Rule" should be abrogated.
This rule provided that a company could not, in the course of litigation between a company and shareholders, withhold documents from inspection on the basis of legal advice privilege. The Board held that the original proprietary justification for the Shareholder Rule no longer exists and the company shareholder relationship is not one that falls into the joint privilege relationship family.
The Board also held, pursuant to its Willers...

In a recent Privy Council decision IGCF SPV 21 Limited v Al Jomiah Power Limited and another, the Board ruled on when a party is held to have submitted to the jurisdiction of a foreign Court as a matter of Cayman law.
The parties' positions
It was common ground between the parties that an applicant will forfeit its right to an injunction if it submits to the Court of a foreign jurisdiction.
The Appellant was pursuing proceedings against the Respondent in Pakistan. The Respondent had sought to appear in Pakistan in order to contest jurisdiction.
The Respondents...