THE LAW OFFICES OF DR. CLAUDE H. DENBOW S.C.

HOME PAGE

Newsletters & Articles
 

Members of the Law Offices

 

Areas of Specialization » Corporate

Our Office provides a full range of services in this area extending the whole gamut from formation and corporate secretarial services to liquidation.

We have been involved in guiding the only two privatisations of state owned corporations which have ended up in Stock Exchange listings.

We have also paid special attention over the past decade to the rights of minority shareholders and the liabilities and duties of company directors both under the old company law as well as under the new Companies Act 1995.

Over the past 15 years we have been involved in a number of landmark decisions in the area of corporate insolvency which are set out hereunder.

Cases of Interest

Agua Santa Concrete Products Limited and National Commercial Bank v Motilal Moonan & Anor.
(Landmark decision on fiduciary duties of directors and their potential liability for the debts of an insolvent company on the ground of fraudulent trading)

Farah v Development Finance Limited & Ors
(Relevant considerations restraining a Receiver appointed by debenture holders)

North Eastern Holdings v Development Finance Limited
(Circumstances relating to the validity of the appointment of a Receiver)

In the matter of the Reinsurance Company of Trinidad and Tobago
(Winding up petition against insurance company on the ground of change of business practices)

Since the Companies Act came into force in April 1997 we have advised extensively on its application both locally and regionally. Our regional involvement arises from the fact that most Commonwealth Caribbean countries now have the same legislation.

We have been involved in almost all the cases on shareholder remedies under section 242 and instituted the first action under the new Act in 1997.

Cases of Interest

Hafeez Karamath Construction Limited v Leeward Development Limited
(Minority shareholder seeking relief against majority in relation to oppressive conduct)

Henry & Aboud v National Flour Mills Limited and Minister of Finance
(Minority shareholder seeking relief under the oppression remedy)

Minister of Finance v Commissiong and others
(Majority shareholder challenging conduct of Chairman in appointing co-directors)

Sharma Lalla v Trinidad Cement Limited & Ors
(Dismissed CEO seeking relief against company under the oppression remedy)

Amar v Amar Rentals 2000 & Ors
(Deposed Chairman seeking relief against company controlled by outsider in respect of ouster and taking over of company’s operations)

Five Star Medical and Ambulance Services v TSTT
(Claim by customer of oppression by a telecommunications company for wrongful disconnection and delayed reconnection and repudiation of settlement arrangements; Court made landmark order for interim costs to be paid by the company to complainant to pay attorneys to pursue claim)

Trinidad and Tobago National Petroleum Company Limited v General Aviation Services & Ors
(Claim for oppression by an unpaid supplier of fuel as creditor against a “shell” company and its principal shareholders who purchased aviation fuel without paying for same in full; Claim settled by the payment of substantial portion of the outstanding debt)

Mora Ven Holdings v Krishna Persad
(Claim by majority shareholder against a minority shareholder who exercised de facto control by virtue of an Operating Agreement in an oppressive fashion; interim order made for delivery of equipment and documentation held by the minority shareholder)

Demerara Holdings Limited v Demerara Life and Mega Insurance
(Claim by trustees of a block of shares to set aside as merger agreement between 2 life insurance companies as being unfairly prejudicial to the rights of the policyholders of Demerara Life, Interim Relief granted to reinstate directors who had been removed from office) First time decision obtained to set aside a merger agreement on the ground of oppression and unfair prejudice.

Minchew v Rocky Point
(Claim by shareholder in respect of his exclusion from participation in the management of the company which he helped establish as a partner and the withholding of financial information; Court made order for interim costs to be paid by the company to the Claimant’s attorneys)

Jutagir v J.R. Jutagir Investment Trust
(Claim by shareholder and director of family company in respect of oppressive conduct in failing to register his shareholding, excluding him from the company’s management by removing him as a director and failure to disclose financial information)

Integrity Commission v Attorney General of Trinidad and Tobago (on the application of Telecommunications Services of Trinidad and Tobago).
Acting on behalf of TSTT, the Court of Appeal held that TSTT was not a company controlled by the State and consequently its Directors did not have to declare their assets to the Integrity Commission.

Wilnet Holdings v Trinidad Cement Limited
(Claim by a group of shareholders to compel the Board of Directors of TCL to include a Shareholders’ Proposal for the nomination of an alternative slate of Directors in the company’s Management Proxy Circular. The matter was withdrawn prior to trial.)

Cellular Planet v Minister of Public Utilities and Telecommunications Services Trinidad Tobago Limited
(Acted on behalf of TSTT as an interested party intervening in a judicial review claim brought against the Minister to compel the Minister to order TSTT to disclose corporate information under the provisions to the Freedom of Information Act Chap 22:02 (“FOIA”). The Claim was successfully resisted on the basis that TSTT’s corporate structure meant that it was not a public authority for the purposes of the FOIA.)

 

Altus Court, 3rd Floor, 113 Oxford Street,
 Port of Spain, Trinidad, West Indies
TEL NOS: 868-625-9858 / 868-625-9746 / 868-627-7416
FAX: 868-625-0352
EMAIL: denbow@denlawtt.com
Website: www.denbowlawoffice.com

© 2013-2019  Dr. Claude H. Denbow S.C.  All rights reserved. Website created and managed by Sputnick.com