Dec 2025
On 4 June 2025, the BVI Court of Appeal dismissed an appeal in Intimere Holdings Ltd & Hellicorp Investments Ltd v Katina Papanikolaou (BVIHCMAP2022/0031), confirming that a director’s right under section 100(1) of the BVI Business Companies Act (the BCA) to inspect the company’s documents and records is mandatory and broad. In practical terms, that right extended here to unredacted engagement letters with legal counsel revealing the identity of a third‑party litigation funder paying the companies’ legal bills. “Improper purpose” remains a possible constraint, but it is narrow and must be proved with cogent evidence by the party resisting inspection. The appeal was dismissed with costs.
The backdrop matters. Ms Papanikolaou had been appointed as a director in a contentious shareholder environment and asked to see core records so she could assess the companies’ litigation exposure and funding arrangements. The companies resisted, arguing she sought disclosure to advance the interests of individuals connected with a minority investor, Felix LP, and that the identity of any funder was irrelevant to her duties and vulnerable to misuse. At first instance, Wallbank J granted inspection and required the companies to provide electronic copies, including unredacted engagement letters. The Court of Appeal upheld that order. The narrative that she was acting for an ulterior end was treated as speculation unsupported by evidence.
The appellate court’s analysis starts with the text of section 100(1). A director “is entitled, on giving reasonable notice, to inspect the documents and records of the company… and to make copies of or take extracts from” them. There is no company veto. By contrast, the statute expressly empowers directors to restrict members’ inspection rights where disclosure would be contrary to the company’s interests, underscoring the deliberate difference in treatment between directors and shareholders. That statutory architecture is why the court described the director’s right as uncompromising and placed a demanding obligation on companies to facilitate access.
What then of “improper purpose”? The court accepted in principle that directors, like all fiduciaries, must exercise powers for proper corporate purposes. But the bar for displacing inspection is high. The companies bore the burden to produce cogent evidence that the request was being made for an improper end. Mere suspicion, conjecture, or past affiliations would not do. On the facts, the court was satisfied that the trial judge had confronted the point and rightly concluded that Ms Papanikolaou’s objective (understanding litigation risk and the terms and provenance of litigation funding) was a legitimate exercise of her oversight duties. The court therefore left the first‑instance order intact, including disclosure of the funder’s identity via unredacted engagement letters.
The judgment also clarifies the scope of records directors may see. Engagement letters and the identity of a litigation funder are plainly records of the company’s affairs and, in a dispute‑heavy company, bear directly on solvency, risk management and strategy. The court did not suggest that legal advice privilege dissolves on contact. Rather, it recognised that not all content of engagement documents is privileged, and that a director charged with stewardship must be able to understand who is paying for (and potentially influencing) the company’s litigation posture. In this case, the companies’ generalised privilege concerns and predictions of misuse fell short of the evidential standard needed to restrain inspection.
For governance teams, the case draws a clean, useable line. A BVI director seeking documents to discharge her duties begins with a statutory right that admits of few exceptions. If the company believes a request is tainted by improper purpose, it must come to court with specific, concrete examples, credible linkage, and a narrative that shows how the director will actually misuse the information. Absent that evidential foundation, the court will compel access (even to sensitive materials such as funding identities and engagement terms) because, in the creditor‑ and risk‑focused reality of a contentious enterprise, this is the information a responsible director needs to do the job.
The decision also helps practitioners calibrate process. Where inspection is justified, companies should move quickly to put in place a practical protocol. Identify the corpus of records, produce electronic copies in a working, searchable format, and where genuinely privileged material is embedded, consider narrow redactions or a confidentiality ring rather than blanket refusal. Directors ought to give reasonable notice and focus their requests by subject matter and timeframe, but they are not required to accept redactions that excise commercially essential context, such as the identity of a litigation funder. Nothing in the judgment displaces the company’s ability to protect privileged legal advice, but it does make clear that privilege cannot be used as a catch‑all shield against a director’s statutory oversight.
It is worth contrasting the director’s position with that of members. Under section 100(2)-(3), shareholders’ inspection rights are limited to specified registers and minutes, and the board may refuse inspection if satisfied that disclosure would be contrary to the company’s interests. That discretionary filter simply does not apply to directors. The structure of section 100 reflects the different roles. Members are owners at a distance, while directors are fiduciaries tasked with managing risk, supervising counsel, and stewarding the company’s response to litigation and financing pressures. The appellate judgment respects that division and resists invitations to graft shareholder‑style limitations back onto the director’s side of the line.
Finally, Intimere sits comfortably with 2025’s wider BVI themes. Courts have been assertive about giving those charged with corporate stewardship the tools to do their job and resistant to speculative attempts to block access. In inspection cases, the practical inquiry will be short and focused. Is the director acting to discharge her duties, and has the company proved a concrete improper purpose? If the answers are yes and no respectively, inspection follows, even where the documents touch on sensitive litigation funding arrangements. That is the headline practitioners should carry into the next boardroom conversation where inspection becomes contentious.