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It's not an issue, or is it? BVI Court of Appeal clarifies what amounts to assent to becoming a holder of onerous shares Background What does section 49 require? Why the email exchange was sufficient to show assent Written assent must exist at the time of issue ASOR's conduct provided a further basis for refusing relief Commercial implications
Harneys has successfully acted for the joint liquidators of Phoenix Commodities Pvt Ltd (Phoenix), Ryan Jarvis of Deloitte and Rachelle Frisby at Interpath (formerly Deloitte), in an important BVI Court of Appeal decision clarifying when a person has agreed in writing to become a shareholder.
In ICM SPC v Jarvis, the Court held that section 49 of the Business Companies Act 2004 does not require a formal, signed subscription agreement for a share issue to be valid. A contemporaneous exchange of emails, read together with their attachments, may be enough.
The decision is commercially…
The skinny
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