- Instructor: Rita Cheung
Date: 23 September 2022 (Saturday) Time: 9:30am-12:45pm Language: English Level: Elementary
Speaker: Dr. Rita Cheung, MCAL Solicitors LLP
Lawyer CPD / ACCA CPD / SFC CPT / Insurers’ CPD Pts: 3 Fee: HK$1,790
Highlight:
(S9) (Live Presentation and Webinar) Drafting Shareholders’ Agreements – ‘Contracting out’ of Company Law
Date: 23 September 2023 (Saturday) Time: 9:30am-12:45pm Language: English Level: Elementary
Speaker: Dr. Rita Cheung, MCAL Solicitors LLP
Lawyer CPD / ACCA CPD / SFC CPT / Insurers’ CPD Pts: 3 Fee: HK$1,790
Highlight: This course provides practical exercises in drafting shareholders’ agreements. Contracting out of the companies legislation has been a difficult subject, with lawyers showing great ingenuity to insert minority shareholder provisions in shareholders’ agreement, to ‘contract out’ of the tyranny of majority shareholder rule in company law. Can shareholders enter into an agreement, inter se and with the company, not to exercise a statutory power?
1 Board representation: Quorum
2 Veto rights
3 Share transfers terms
4 Disputes
Can a shareholder, by contract (an agreement to arbitrate), fetter his statutory rights to petition to the court for unfair prejudice?
Should a line be drawn between a shareholder’s petition (of a solvent company) and a creditor’s petition (on insolvency ground)?
- Fulham Football Club (1987) Ltd v Richards [2011] EWCA Civ 855, [2012] Ch 333
- Just and equitable winding up: Re Quiksilver Glorious Sun JV Ltd [2014] HKCFI 1304; Re CEIBS Publishing Group Limited [2021] HKCFI 3513
- Insolvency petitions: The effect of arbitration clauses on a ‘disputed’ debt: Salford-Lasmos debate.
- exclusive jurisdiction clauses: Re Guy Kwok Hung Lam (林國雄) [2023] HKCFA 9
