The Hollinger Ruling – A BVI Perspective

1. Introduction

Given that the BVI’s International Business Companies Act (Cap 291) (the "BVI Act") mirrors a number of the provisions of the Delaware General Corporation Law ("DGCL")¹ the decision repays study by all who advise on or use BVI international business companies ("IBCs"). The distribution of power, issues of corporate governance and the Court’s willingness to go behind transactions and intervene when required are all themes which resonate throughout Judge Strine’s decision. While Judge Strine’s decision is in no way binding on a BVI court its themes are bound to surface in any common law analysis.

The plaintiff, Hollinger International, Inc. ("International") is a Delaware based corporation and its shares trade on the New York Stock Exchange. International owns inter alia, through wholly owned subsidiaries, The Chicago Sun Times, The Daily Telegraph and The Jerusalem Post. One of the defendants, Hollinger, Inc. ("