Limited Partners' Statutory Right To Information Concerning A Cayman Islands Exempted Limited Partnership Remains Wide And Unqualified

• Law Firm: Walkers
• Subject Matter: Corporate/Commercial Law, M&A/Private Equity, Compliance, Corporate and Company Law
• Author: Mr Barnaby Gowrie, Blake Egelton, Luke Petith, Tania Diab and Michael Testori
• Published date: 28 March 2023

In the matter of Neoma Manager (Mauritius) Limited et al (Cause Nos. FSD 322 of 2020; FSD 141 of 2021; FSD 52 of 2022 (RPJ)), Walkers acted as Cayman Islands counsel to Abraaj ABOF IV SPV Limited ("ABOF IV") in respect of its successful application for summary judgment on its counterclaims under section 22 of the Exempted Limited Partnership Act (as amended) ("ELP Act") for the disclosure of true and full information regarding the state of the business and financial condition of Neoma Private Equity Fund IV L.P. (the "Partnership").

In December 2020, the investment manager of the Partnership, Neoma Manager (Mauritius) Limited (the "Manager"), issued proceedings against ABOF IV (and other limited partners of the Partnership) seeking declarations from the Court on the accuracy of its calculations of the limited partners' capital account balances. ABOF IV, who considered the Manager's calculations to be inaccurate, subsequently issued counterclaims against both the Manager and the general partner of the Partnership, Abraaj General Partner VIII Limited (the "GP"), including under section 22 of the ELP Act seeking true and full information regarding the state of the business and financial condition of the Partnership, including, inter alia, various categories of information and documents which underpinned the Manager's calculations (the "S.22 Counterclaims").

Section 22 of the ELP Act provides that "Subject to any express or implied term of the partnership agreement, each limited partner may demand and shall receive from a general partner true and full information regarding the state of the business and financial condition of the exempted limited partnership". ABOF IV's section 22 rights were not altered by the limited partnership agreement (the "LPA"). Despite this, the Manager and the GP refused to provide the information requested on the basis that, inter alia, ABOF IV was not entitled to the information, the information already provided to ABOF IV was sufficient to satisfy section 22, the requests were disproportionate and / or the Manager and the GP did not possess such information and were therefore not required to obtain it from third parties. Accordingly, ABOF IV made an application for summary judgment with respect to its S.22 Counterclaims on the basis that section 22 provided a broad statutory right to limited partners and the GP (and Manager) did not have any triable defence in opposition to the S.22 Counterclaims.

On 10 March 2023, the Honourable...