Posted in: commodities-and-mining
RE: Frontera Archive8 Jun 2019 10:45
Posted by Taffy52 @ 08:23 :-
Court order
longer control the liquidation of FRCC. Under Cayman Islands law, once voluntary liquidators are appointed to wind up the companyâs affairs and distribute its assets, all the powers of the directors cease, except so far as that expressly reserved to them by a resolution passed at a corporate general meeting or the voluntary liquidator sanctions such ongoing director authority. Companies Law § 119(5) (2018 Revision) (Cayman Is.); Companies Law Winding Up Rules, Order 13, Rule 3 (2018) (Cayman Is.). The voluntary liquidators are the ones who exercise broad powers to direct the companyâs business as necessary for its liquidation. Companies Law Winding Up Rules, Order 13, Rule 3 (2018) (Cayman Is.) (citing Companies Law Schedule III (2018 Revision) (Cayman Is.)).2 Plaintiffs do not allege any facts or provide evidence to suggest that the directors have any power to affect the liquidation of FRCC. Moreover, the only individual director being sued here, Defendant Hope, has resigned from his board position.3 Again, granting injunctive relief would not prevent the liquidation of FRCC and so Plaintiffsâ motion fails on this additional ground. See Dream Palace v. Cty. of Maricopa, 384 F.3d 990, 999-1000 (9th Cir. 2004) (noting a case becomes moot when the issues presented no longer constitute a live controversy). 2 The voluntary liquidators must apply to the Cayman Islands court for an order that the liquidation continue under court supervision, unless the directors have signed a declaration of solvency within 28 days of the commencement of the liquidation. Companies Law § 124(1) (2018 Revision) (Cayman Is.). Once the liquidation is supervised by the court, it may appoint an official liquidator who has the same broad powers as described for voluntary liquidators. Companies Law §§ 105(1), 110. Defendants represented at oral argument that the directors have submitted a declaration of solvency to the voluntary liquidators. This does not deprive the liquidatorsâ of their authority to continue with the liquidation, however, as they may still apply to the Cayman Islands court for the court to supervise the liquidation if they believe either: (1) the company is or is likely to become insolvent; or (2) court supervision is necessary to facilitate a more effective, economic, or expeditious liquidation in the interests of the contributories and creditors. Companies Law § 131 (2018 Revision) (Cayman Is.). 3 Plaintiffs make the tenuous argument that Hope and the other Defendants retain control over the voluntary liquidators by controlling their compensation for the liquidation. First, Hope is no longer a member of the board, and the rate and amount of the voluntary liquidatorsâ compensation is fixed and payment is authorized by resolution of the company. Companies Law § 130(2) (2018 Revision) (Cayman Is.). Moreover, the voluntary liquidators have the option under Cayman Islands law to apply to the Cayma