Recent amendments to the Cayman Islands Securities Investment Business Law

Avoiding The Nuclear Option: Buyout Orders In Just And Equitable Winding Up Proceedings

With the Cayman Islands being a preferred jurisdiction for the incorporation of investment vehicles, inevitably cases will arise where non-controlling shareholders complain that they are being unfairly prejudiced by conduct of those in control, and necessarily pursue those complaints by way of proceedings to wind up the subject company on the just and equitable ground. Where such complaints are well-founded, the outcome will often be an order putting the subject company into official liquidation.  But the Cayman courts also have the jurisdiction in such cases to make a range of other orders as alternatives to taking that nuclear option, and are indeed obliged to consider whether any of those alternative orders would provide a more appropriate solution to the complaints.[1] The Grand Court was recently required to conduct that analysis in the case of Re Position Mobile Ltd SEZC.[2]  The petitioning shareholder in that case had satisfied the Court that it would be just and equitable to wind up the company – since it had justifiably lost confidence in the probity of those in control, due to their serious and sustained misconduct and mismanagement – but positively sought a buyout order[3] as an alternative to a winding up.  The Court thus proceeded to consider whether the buyout order, or any other alternative order, would be more appropriate than ordering a winding up, and concluded that a buyout order was the fairest and most appropriate form of relief in the circumstances of that case. The authors will discuss the guidance which the Position Mobile case provides in that regard below, which should be considered together with the guidance provided by Re Madera Technology Fund (CI) Ltd,[4] particularly in respect of the approach that the Cayman courts can be expected to take when setting the appropriate valuation date for a buyout order, with a view to ensuring that the valuation is fair to each side.[5] [1] See Re Virginia Solution SPC Ltd (unrep. 28 July 2023, CICA) at [61]. [2] [2026] CIGC (FSD) 10 [3] Requiring the respondent shareholders to purchase its shares at a fair price. [4] (unrep. 21 Aug. 2024, Richards J). [5] For further detail, see the authors’ article on the Madera Technology case at https://www.applebyglobal.com/publications/no-looking-back-investor-held-to-buyout-at-current-value-of-shares/.

Andrew Jackson

No Rubber-Stamping: Continuation Of Restructuring Officer Appointments In The Cayman Islands

Harriet Ter-Berg, Jae Shin, Luke Burgess-Shannon

No Claim, No Injunction: What Does a Limited Partner Actually Own?

What equitable proprietary interest, if any, does a limited partner hold in the assets of a Cayman Islands exempted limited partnership, and is that interest is sufficient to ground a proprietary injunction? These questions lie at the heart of Parker J’s recent judgment in the matter of Charitable DAF HoldCo, Ltd (in Official Liquidation), in which the Grand Court refused proprietary injunctive relief sought by joint official liquidators against former directors and associated entities. The judgment holds that the Company, as a limited partner in a Cayman ELP, had no equitable proprietary interest in the Fund’s underlying assets of the quality required to found the relief sought. While the court did not exclude the possibility of an LP having proprietary rights in an ELP’s assets, it held that on the particular facts of the case such rights were excluded.

Marcus Staff, Kamarya James

The Regulation of Cayman Islands Tokenised Funds – Clear Rules Now in Place

On 5 March 2026 the Virtual Asset (Service Providers) (Amendment Bill), 2026, the Mutual Funds (Amendment) Bill, 2026 and the Private Funds (Amendment) Bill, 2026 were passed by the Parliament of the Cayman Islands with unanimous support, providing welcome clarity that Cayman Islands tokenised funds are regulated within Cayman’s existing Mutual Funds Act (MFA) and Private Funds Act (PFA) framework and do not fall within the scope of the Virtual Asset (Service Providers) Act (VASPA).

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Martin Byers, Sailaja Alla, Matt Mulry, Peter Colegate, Maree Martin

Key Regulatory Requirements of SIBA Registered Persons in the Cayman Islands

Registered Persons under the Securities Investment Business Act (Revised) (SIBA) attract regulatory requirements including annual reporting requirements with key filing deadlines falling in January and, typically, December each year. The Cayman Islands Monetary Authority (CIMA)’s recently issued General Industry Notice to the effect that all SIBA Registered Persons will be additionally required to submit a Prudential Information Survey for the 2025 calendar year (by 31 March 2026) has signaled CIMA's continued focus on enhancing the resilience, transparency and prudential soundness of the securities investment business (SIB) sector in the Cayman Islands. Accordingly, this briefing reviews some of the other key regulatory and reporting obligations that attach to Registered Persons under SIBA, CIMA’s associated Rules and Statements of Guidance (SOG), the applicable Anti-Money Laundering Regulations (Cayman AML Regulations) the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (Revised) (Cayman CRS Regulations) and, where applicable, The International Tax Co-operation (Economic Substance) Act (Revised) (ES Act).

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Martin Byers, Sailaja Alla, Matt Mulry, Maree Martin, Menelik Miller

International Women’s Day 2026 Roundtable: Rights. Justice. Action. For all women and girls.

As we recognise International Women’s Day 2025, we are reminded that gender equality is not just a vision – it’s a call to action.