Jul 2017
BERMUDA
SUPREME COURT
WINDING UP ON JUST AND EQUITABLE GROUNDS – FUND – RIGHTS OF PARTICIPATING SHAREHOLDERS – CONSTRUCTION OF BYE-LAWS
A petition was brought by participating shareholders in the Sturgeon Central Asia Balanced Fund (the “Fund”), a closed-ended investment fund for Japanese regulatory purposes, was listed on the Irish Stock Exchange and therefore was open-ended to wind it up on just and equitable grounds. The central complaint brought on behalf of the participating shareholders was that the management shareholders, had overridden the right conferred in the bye-laws, which, it was alleged, entitled the participating shareholders to vote on whether or not the fund should be wound up. The underlying commercial issue was that the investors wanted an exit and sought to construe the bye-laws as either requiring the company to be wound up on a certain date and/or as conferring on them the right to vote to determine whether it should be wound up.