Case details

Bermuda Bar Council (Respondent) v Walkers (Bermuda) Limited (Appellant) (Bermuda)

Case ID: JCPC 2017/0060

Jurisdiction: The Court of Appeal of Bermuda

Case summary

Issue(s)

The proper interpretation of "control" in paragraph 1(1) of the Third Schedule to the Companies Act 1981 and whether a proposed licensing and loan arrangement would in fact result in the control of the Appellant by non-Bermudians.

Facts

Walkers (Bermuda) Limited ("Walkers Bermuda") was incorporated as a local company in Bermuda on 16 October 2015 under the Companies Act 1981. Its sole director and 99% shareholder has Bermudian status, and its 1% shareholder is a member of the Bermuda Bar who holds a permanent residency certificate. Walkers Bermuda intends to enter a commercial relationship with Walkers Global, a global law firm, with no Bermudian ownership. On 22 October 2015, Walkers Bermuda applied to the Bermuda Bar Council for a Certificate of Recognition under section 16C(2) of the Bermuda Bar Act 1974. On 10 June 2015, the Bermuda Bar Council refused to grant a Certificate on the basis that the proposed commercial arrangements with Walkers Global would result in Walkers Bermuda’s non-compliance with the provisions of section 114 of the Companies Act 1981 which, amongst other things, requires a Bermudan company to be controlled by Bermudians. The Bermuda Bar Council viewed the arrangement as giving effective control over Walkers Bermuda to Walkers Global and declined to issue the certificate on public policy grounds. Walkers Bermuda appealed this refusal to issue a certificate in the Supreme Court of Bermuda. On 12 January 2017, Kawaley CJ ordered the Bermuda Bar Council to issue a Certificate of Recognition to Walkers Bermuda. The Bermuda Bar Council appealed to the Court of Appeal of Bermuda who allowed the appeal. Walkers Bermuda now appeals to the Judicial Committee of the Privy Council.

Parties

Appellant(s)

Walkers (Bermuda) Limited

Respondent(s)

Bermuda Bar Council

Appeal

Justices

Lord Reed, Lord Kerr, Lord Hodge, Lord Briggs, Lady Arden

Hearing start date

29 Jan 2019

Hearing finish date

29 Jan 2019

Watch hearing
29 Jan 2019 Morning session Afternoon session