(S9) (Live Presentation and Webinar) Drafting Shareholders’ Agreements – ‘Contracting out’ of Company Law

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

 

 

 

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Rita Cheung
Dr. Rita Cheung L.L.B., P.C.L.L. (HKU); L.L.M, Ph.D. (King’s College Lond.). She obtained her Ph.D. in Law on the topic of minority shareholders’ rights from King’s College London. She was called to the Bar in 2006, and taught Law upon obtaining her doctorate degree. She writes in the field of company law in refereed journals including Cambridge Law Journal, Lloyd’s Maritime and Commercial Law Quarterly, and Journal of Business Law. She has been regularly invited to speak at international conferences on money laundering and corporate crime. She is a member of the editorial board of the Journal of Financial Crime.
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