Memorandum on Directors' Duties
One of the small, but important, details to arise from the recent case of Carlyle Capital Corporation Limited (in Liquidation) and others v. Conway and others [2017] ("Carlyle") was that the directors under fire in that case were able to demonstrate to the court that they were acquainted with the duties of a director of a Guernsey company under Guernsey law because they had received a memorandum prepared for that purpose (a "Memorandum on Directors' Duties").
It is part of the standard process for the establishment of a fund structured as a Guernsey company for a Memorandum on Directors' Duties to be tabled before, and considered at, a board meeting of the company.
Carey Olsen (Guernsey) LLP ("Carey Olsen") has updated its standard Memorandum on Directors' Duties for corporate fund clients to take account of the Carlyle case and other recent developments and will be sending this updated Memorandum on Directors' Duties to its fund clients shortly.
However, whilst principally aimed at corporate fund clients, Carey Olsen's Memorandum on Directors' Duties should also be of general use to the directors of all other types of Guernsey companies.
If you would like to receive an electronic copy of Carey Olsen's Memorandum on Directors' Duties please email our marketing team.
Carey Olsen's Memorandum on Directors' Duties is scheduled to be updated in due course to deal with, amongst other things:
- the proposed revision of Guernsey's financial supervisory and regulatory laws, which may bring the directors of funds structured as Guernsey companies within the Guernsey Financial Services Commission's (the "Commission's") "enforcement net"; and
- the Commission's proposed "Code of Market Conduct" which provides guidance as to whether or not behaviour amounts to "market abuse".
Anyone requesting Carey Olsen's Memorandum on Directors' Duties from the marketing team will also be provided with the updated version when it is released.
