Current Month (October 2026)
By Caroline Dekker and Liberty Wells, Conyers
In a recent ruling of the Grand Court of the Cayman Islands, MILFAM LLC v. Scully Royalty Ltd. ([2026] CIGC (FSD) 54), the Court considered important issues concerning shareholder meetings, corporate governance, and contested director elections. The dispute arose from an activist shareholder’s attempt to replace the incumbent board at the company’s annual general meeting. In that context, the Court was required to consider: Can directors unilaterally postpone a shareholder meeting to avoid a contested vote? What happens when directors fail to attend a meeting and appoint a chair? And how much information must dissident shareholders disclose about their relationships with director nominees? The Court’s answers provide valuable guidance on the respective rights and obligations of directors and shareholders in governance disputes.
For discussion of the Court’s reasoning and the practical lessons arising from the decision, see the article on the case by Conyers attorneys Caroline Dekker and Liberty Wells. It examines the Court’s analysis of directors’ fiduciary duties in ensuring shareholder meetings can proceed and conduct business, as well as its confirmation that inadequate disclosure may invalidate particular resolutions without necessarily affecting an entire slate of appointments.
For practitioners advising boards, shareholders, or institutional investors in contested situations, MILFAM LLC v. Scully Royalty Ltd provides essential guidance on best practices for constitutional drafting, proxy solicitation, and shareholder communications.
