Re Porton Capital: Applications To Set Aside Company Dissolutions Obtained By Fraud

• Published date: 11 April 2022
• Subject Matter: Corporate/Commercial Law, Criminal Law, Corporate and Company Law, White Collar Crime, Anti-Corruption & Fraud
• Law Firm: Collas Crill
• Author: Ms Jennifer Colegate and Mark Burrows

The Grand Court of the Cayman Islands' recent judgment in Re Porton Capital Inc and Porton Capital Limited provides useful guidance on the Court's jurisdiction to set aside company dissolutions obtained by fraud and the burden and standard of proof that must be discharged on such applications.

Porton Capital, Inc. and Porton Capital Limited (Companies) were both voluntarily wound-up and dissolved in 2018. The petitioner applied, some three years after the fact, to have the dissolutions set aside on the basis they were obtained by fraud. The crux of the petitioner's allegation was that the Companies' sole director and beneficial owner made a number fraudulent misrepresentations during the voluntary liquidation process as to the Companies' solvency and ability to pay their debts. Specifically, the petitioner alleged that the former sole director had concealed the existence of contingent claims and liabilities of the Companies. In light of those misrepresentations, the petitioner contended that the dissolutions of the Companies should be...