Memorandum On Directors' Duties

One of the small, but important, details to arise from the recent case of Carlyle Capital Corporation Limited (in Liquidation) and others v. Conway and others [2017] ("Carlyle") was that the directors under fire in that case were able to demonstrate to the court that they were acquainted with the duties of a director of a Guernsey company under Guernsey law because they had received a memorandum prepared for that purpose (a "Memorandum on Directors' Duties").

It is part of the standard process for the establishment of a fund structured as a Guernsey company for a Memorandum on Directors' Duties to be tabled before, and considered at, a board meeting of the company.

Carey Olsen (Guernsey) LLP ("Carey Olsen") has updated its standard Memorandum on Directors' Duties for corporate fund clients to take account of the Carlyle case and other recent developments and will be sending this updated Memorandum on Directors' Duties to its fund clients shortly.