Ben Valentin KC has successfully appeared for a leading cancer scientist in the final appeal to the Privy Council in his petition proceedings to control of his 10% shareholding in a Nasdaq-listed corporation. The case affirms the decisions of the trial and appeal courts in the Cayman Islands that the vehicle holding the shares, an Exempted Limited Partnership (ELP), should be wound up on the just and equitable ground, so that the Petitioner will finally receive his shares.
The Petitioner, an eminent scientist, had developed a ground-breaking CAR-T therapy for the treatment of myeloma. In 2014, his Chinese employer granted him a 10% shareholding in anticipation of the company’s IPO. The arrangement was subsequently amended to promise the Petitioner a similar stake in a Cayman company, which was to be initially held in an ELP structure, on the assurance that, upon the conclusion of the IPO, the Petitioner would be entitled to receive his shares. Following the IPO, in breach of the assurance, the ELP’s General Partner (GP) refused to release the shares. At trial, the Grand Court (Doyle J) held (in June 2022) that the GP’s conduct entitled the Petitioner to wind up the ELP on just and equitable grounds. The Court of Appeal (Goldring P, Field and Birt JJA) dismissed the GP’s appeal in October 2023, holding, in addition, that its reliance on the contractual documents, despite the assurance given to the Petitioner that he would receive his shares, would involve a breach by the GP of the duty of good faith applicable to all ELPs under s.19 of the Exempted Limited Partnerships Act (ELPA).
On 27 November 2025, in an important judgment delivered by Lord Richards, the Judicial Committee of the Privy Council dismissed the GP’s final appeal. The judgment is significant, among other reasons, for reaffirming that the jurisdiction to wind up on the just and equitable ground is not dependent on establishing the existence of a “quasi-partnership”. Equity may intervene (in the way identified by Lord Wilberforce in the leading case of Ebrahimi v Westbourne Galleries Ltd) where, upon close examination of the relationship between the shareholders (or partners in an ELP), it is appropriate to subject the exercise of legal rights to equitable considerations. The application of equitable principles is not subject to a scheme of categories into which a particular case must fall. The decision is likely to encourage a material change in the way in which such claims are argued in future, not only in the Cayman Islands, but anywhere else the just and equitable winding up jurisdiction is available.
The decision is, in addition, now the leading case on the availability of just and equitable winding up relief in relation to Cayman Islands ELPs.
Ben Valentin KC appeared with Bhavesh Patel of Travers Thorp Alberga for the Petitioner.
A copy of the judgment in Aquapoint LP v Xiaohu Fan [2025] UKPC 56 is available here.
