Bermuda Bar Council v Walkers (Bermuda) Ltd

Bermuda Bar Council v Walkers (Bermuda) Ltd

Commercial arrangements conferring influence over a local company do not amount to 'control' for the purposes of section 114 and Part I of the Third Schedule of the Companies Act 1981 unless they legally constrain the voting rights or decision-making powers of Bermudian shareholders or directors. The refusal by the Bar Council to grant a certificate of recognition was based on an erroneous interpretation of statutory 'control'.

Parties
Respondent: Bermuda Bar Council; Appellant: Walkers (Bermuda) Ltd
Jurisdiction
England and Wales
Judgment Date
10 June 2019
Procedural Posture
Appeal / Privy Council Judgment
Outcome
Appeal allowed
Legal Topics
Corporate Control, Beneficial Ownership, Licensing of Local Companies, Interpretation of 'control' Under Companies Act
Company Law Statutory Interpretation Corporate Control Beneficial Ownership Licensing of Local Companies Interpretation of 'control' Under Companies Act

Case Brief

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Parties

Bermuda Bar Council

Respondent

Walkers (Bermuda) Ltd

Appellant

Procedural Posture

Appeal / Privy Council Judgment

Legal Issues

  1. 1 What constitutes 'control' by Bermudians under section 114 and Part I of the Third Schedule of the Companies Act 1981?
  2. 2 Does commercial influence or contractual arrangements amount to 'control' for statutory purposes?

Ratio Decidendi

Commercial arrangements conferring influence over a local company do not amount to 'control' for the purposes of section 114 and Part I of the Third Schedule of the Companies Act 1981 unless they legally constrain the voting rights or decision-making powers of Bermudian shareholders or directors. The refusal by the Bar Council to grant a certificate of recognition was based on an erroneous interpretation of statutory 'control'.

Court Disposition

Appeal allowed

Orders

  • The appeal is allowed.
  • The decision of the Court of Appeal for Bermuda is set aside.