The liquidators obtained orders against PwC under the laws of the Cayman Islands for the production of documents, which laws provided for the production of only documents that were the property of the insolvent companies. PwC complied with these orders. The liquidators were not content with PwC’s disclosure and sought disclosure of PwC’s audit work papers, which PwC contended were not property of the companies, through proceedings in Bermuda.


In 2012, the liquidators obtained an ancillary winding-up order in respect of Saad from the Bermuda Court, which appointed the Cayman liquidators as liquidators in the Bermuda ancillary liquidation. Subsequently, the Bermuda liquidators of Saad obtained an ex parteorder from the Bermuda Court pursuant to section 195 of the Bermuda Companies Act requiring PwC to provide to the liquidators, among other things, Saad audit work papers.

PwC challenged the liquidators’ ex parte disclosure order in the Bermuda Supreme Court and Bermuda Court of Appeal on the ground that the Bermuda Court does not have jurisdiction under the Companies Act to wind up overseas companies. The Bermuda Supreme Court rejected PwC’s challenge on the grounds that it did have jurisdiction to wind up overseas companies and that PwC’s challenge was an impermissible collateral attack on the winding-up order. The Bermuda Court of Appeal rejected PwC’s appeal.

PwC did not oppose the making of the winding-up order in Court. PwC was not served with the winding-up petition, but it was advertised as required in a Bermuda newspaper. As a general rule, a winding-up order once made cannot be attacked in subsequent proceedings.

PwC was successful on its appeal to the Privy Council (PricewaterhouseCoopers v Saad Investments Company Limited [2014] UKPC 35). The Privy Council held that the Bermuda Court does not have jurisdiction to wind up overseas companies save for certain statutory exceptions which did not apply. PwC was entitled to challenge the making of the winding-up order in circumstances where the Bermuda Court had no jurisdiction to make the order and the winding-up petition was brought solely for the purpose of obtaining disclosure of documents from PwC. The Privy Council decision was heavily influenced by the fact the liquidators only brought winding-up proceedings in Bermuda to obtain information from PwC. The Privy Council permanentl

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