Representation of shareholders seeking appraisal of fair value of their shares under section106 (6) of the Companies Act 1981- Discovery of documents in the possession of the companies- Whether documents of subsidiary within the possession custody or power of the parent company - whether legally enforceable right to obtain inspection of another’s documents existed - existence of arrangement or understanding whereby the parent company had a right to inspect the documents of another company established. Scope of privilege - joint interest privilege - relationship between company and shareholder - date on which hostile litigation within the reasonable contemplation of the parties.
Case outcome
The joint interest privilege rule in the United Kingdom applies to Bermuda. A company cannot assert privilege and prevent a shareholder seeing company documents unless there is adversarial litigation between the shareholder and the company at which point the company is entitled to withhold documents from the shareholder on the ground of litigation privilege. Documents within the possession custody and power of a subsidiary company are not within the possession custody and power of the parent company.