Cassels Brock
MONTH-IN-BRIEF (Oct 2026)
Shareholder Activism, Meeting Postponements, and Proxy Disclosure: Key Takeaways from MILFAM LLC v. Morrow, Smith and Scully Royalty Ltd.
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.
