S-K 1603(c) Fiduciary Duties to Other Companies

Apr. 08, 2026

Fiduciary Duties To Other Companies Spac Officers And Directors Line Items

SPAC Officers and Directors, Fiduciary Duties to Other Companies, Description [Text Block]

Conflicts of Interest

Under British Virgin Islands law, directors and officers owe the following fiduciary duties: duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

	●	duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

	●	duty to not improperly fetter the exercise of future discretion;

	●	duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

	●	duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

	●	duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.