Supreme Court holds that a director who unlawfully transfers company assets after liquidation is liable for breach of fiduciary duty and must compensate the company for resulting loss (Mitchell and another (Joint Liquidators of MBI International & Partners Inc (In Liquidation)) v Sheikh Mohamed Bin Issa Al Jaber)
The Supreme Court has unanimously held that Sheikh Mohamed Bin Issa Al Jaber was in breach of his fiduciary duties when he effected the 2016 transfer of 891,761 shares from MBI International & Partners Inc to JJW Guernsey after the company had entered liquidation. Rejecting arguments that the company suffered no loss due to unpaid vendor’s liens, the Supreme Court ruled that the shares were not subject to such liens and that the loss should be assessed at their value at the date of the breach. Restoring the trial judge’s approach, the Supreme Court reinstated the order for equitable compensation of €67,123,403.36, emphasising that fiduciaries cannot rely on later events to escape liability without clear proof of causation.