BVI Litigation 2025 Reflection (Part 2) ' Directors' Inspection Rights After Intimere v Papanikolaou

• Published date: 24 December 2025
• Law Firm: Conyers
• Author: Mr Charles Goldblatt

On 4 June 2025, the BVI Court of Appeal dismissed an appeal in Intimere Holdings Ltd & Hellicorp Investments Ltd v Katina Papanikolaou (BVIHCMAP2022/0031), confirming that a director's right under section 100(1) of the BVI Business Companies Act (the BCA) to inspect the company's documents and records is mandatory and broad. In practical terms, that right extended here to unredacted engagement letters with legal counsel revealing the identity of a third‑party litigation funder paying the companies' legal bills. "Improper purpose" remains a possible constraint, but it is narrow and must be proved with cogent evidence by the party resisting inspection. The appeal was dismissed with costs.

The backdrop matters. Ms Papanikolaou had been appointed as a director in a contentious shareholder environment and asked to see core records so she could assess the companies' litigation exposure and funding arrangements. The companies resisted, arguing she sought disclosure to advance the interests of individuals connected with a minority investor, Felix LP, and that the identity of any funder was irrelevant to her duties and vulnerable to misuse. At first instance, Wallbank J granted inspection and required the companies to provide electronic copies, including unredacted engagement letters. The Court of Appeal upheld that order. The narrative that she was acting for an ulterior...