Harriet Ter-Berg

• Re Oakwise Value Fund SPC. Appearing at both first instance and on appeal as sole advocate for the petitioner, CMB International Securities Limited (CMBI), in an application to appoint statutory receivers to a non-performing segregated portfolio in a Cayman Islands segregated portfolio company (SPC). CMBI, a former shareholder of the SPC, petitioned to recover a redemption debt of approximately US$100 million from the assets of the portfolio. In response to the petition, the SPC purported to suspend redemption payments. It resisted the application on the basis that the redemption debt was not payable and the portfolio was not insolvent within the meaning of the solvency test under s 224 of the Companies Act. In giving judgment for CMBI on the appeal, the Court of Appeal provided much needed clarity as to the precise scope of the statutory solvency test and the matters of relevance to its application. 

• Royal Park Investments v S&P Global Inc. Acting for the Standard & Poors defendants (S&P) in a US$6 billion fraud claim brought by a Belgian claimant in respect of alleged misrepresentations made by S&P by ascribing AAA ratings to certain securities (CDOs and RMBS) between 2005 and 2007. The claimant had been granted permission to serve the claim on the defendants outside the jurisdiction on an ex parte basis. After a three-day inter partes hearing, S&P obtained judgment dismissing the claim in its entirety on jurisdictional grounds. 

• Re Jian Ying Ourgame High Growth Investment Fund. Acting for the liquidators (Alvarez & Marsal) of a Cayman Islands fund in long-running litigation regarding fraudulent transfers of shares in a Hong Kong listed, Cayman Islands company. In the course of the litigation, the liquidators successfully obtained (amongst other things): (i) two injunctions, (ii) an order appointing protective receivers over the relevant shares, (iii) an order dismissing a heavily fought jurisdiction challenge application by a BVI based defendant, (iv) orders for substituted service on third parties to the claim and (v) an unless order. Ultimately, the purported share transfers were declared to be void ab initio and the liquidators were granted summary judgment on claims for breach of fiduciary duty, knowing receipt, breach of trust and rectification.

• Re China Shanshui Cement Group Limited. Acting alongside Dechert LLP (Hong Kong) for Asia Cement Corporation (ACC) in its capacity as a shareholder defendant in a highly contentious petition to wind-up one of China’s largest cement companies on just and equitable grounds. These are long-running and high-profile proceedings which have given rise to several important judgments (most recently in the Privy Council: Tianrui (International) Holding Company Ltd v China Shanshui Cement Group Limited [2024] UKPC 36). ACC successfully obtained strike out of the petitioner’s claim for a buy-out order and was granted security for costs against the petitioner.

• Re Global Cord Blood Corporation (GCBC). Acting alongside White & Case LLP (New York) for former directors of GCBC in both the Cayman Islands liquidation proceedings and derivative shareholder proceedings in the US regarding allegations of breach of fiduciary duty by the directors in connection with the US$1 billion acquisition of a biotechnology company. 

• Jafar v Abraaj Holdings and others (and related proceedings). Acting alongside Cleary Gottlieb Steen & Hamilton (London) for a Limited Partner and General Partner of an investment fund previously associated with the prominent UAE private equity firm, Abraaj Group, in an eight-week trial in the Grand Court. The case concerned allegations of fraud brought by a former investor in the Abraaj Group and complex related intra-group antecedent transaction claims brought the liquidators of Abraaj Holdings. 

• Re Position Mobile Ltd SEZC. Acting for majority shareholders, Genimous, in defence of a just and equitable winding up petition presented in respect of a Cayman Islands incorporated, US based technology start-up. Genimous successfully resisted two separate applications by the petitioner to appoint provisional liquidators over the company.
• Re Uphold Ltd. Appearing as advocate for a minority shareholder in defence of a multi-party just and equitable winding up petition in respect of a leading global digital asset platform. The client was the only shareholder to succeed in its application for strike out of the petitioners’ claim for relief. 

• Re LB Holdings Intermediate 2 Limited; Lehman Brothers Holding Inc. Acting for Deutsche Bank in a landmark “waterfall” case concerning the relative ranking of various subordinated liabilities in relation to the distribution of surpluses within two administrations in the Lehman estate, with an estimated value of US$1 billion. After heavily contested and complex proceedings and a partial appeal, Deutsche Bank was ultimately successful in establishing preferential rankings across both administrations. 

• Dar Al Arkan v Al Refai. Acting for the first defendant, the former CEO of a Bahraini based investment bank, in a US$800 million claim brought by the bank and a related claimant for inter alia conspiracy, breach of confidence, unlawful interference, defamation and malicious falsehood. The claim arose out of allegations of corporate malpractice, fraudulent misrepresentation, breaches of international accounting standards and middle eastern banking practices and regulations. The case involved detailed consideration of various Islamic financial instruments including: sukuk (Islamic bonds), murabaha (non-interest-bearing loans) and wakala (deposit products). The claimants discontinued the claim half way through trial and orders for costs subsequently made in favour of the defendants.

• Re Midway Resources International. Acting for an African mining company in its successful application to appoint ‘soft touch’ provisional liquidators for the purpose of a proposed restructuring. 

• Acting for an Indian parent company and two of its BVI subsidiaries in a claim brought by Bank of Baroda for repayment of syndicated loans against the backdrop of a Reserve Bank of India mandated joint lenders’ forum restructuring in India.

• Providing ongoing advice to the liquidators of a Cayman incorporated US hedge fund regarding potential fraud and breach of fiduciary duty claims against the former managers and other related entities.

• Advising a leading asset management firm (over US$500 billion under management) regarding potential director liability in connection with a series of high-profile SPAC and de-SPAC transactions.

• Providing ongoing advice to the liquidators of a prominent South American hedge fund regarding office-holder claims and liquidation administration.

• Advising a global private equity firm regarding complex issues of Cayman Islands Exempted Limited Partnership law in connection with Investment Treaty arbitration claims.

• Advising a premium listed investment fund in connection with the acceleration of the repayment of zero divided preference shares issued by a subsidiary and the winding up of the entities involved.

• Advising the board of a global pharmaceutical company facing potential shareholder claims as to the propriety of proposed dividend distributions following BTI 2014 LLC v Sequana SA [2022] UKSC 25.

• Advising the board of a multi-billion-dollar cosmetic company regarding potential shareholder claims arising out of a failed IPO.

In 2024, Harriet was identified by Chambers Global Guide as an ‘Associate to Watch’ in the jurisdiction. In a recent hearing, she was described by a Judge of the Grand Court as an advocate “at the top of [her] game” with “first-class written and oral advocacy”.

Harriet was called to the Bar of England and Wales in 2012 (now non-practising), and was called to the Bar of the Cayman Islands in 2021.

Harriet read Law with Law Studies in Europe at Magdalen College, Oxford. She graduated with First Class Honours and was awarded the Gibbs Book Prize by the University for outstanding performance in land, trusts, tort and contract law finals. As part of her degree, she spent one year studying public and private international law at Leiden University in the Netherlands.

In 2020 Harriet obtained a Diploma in International Commercial Arbitration from the Chartered Institute of Arbitrators (CIArb).

Harriet is a fellow of CIArb and sits on the board of the CIArb Cayman Islands chapter.