(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: This course provides a structured discussion and practical exercises in the drafting of shareholders’ agreements. It focuses on minority shareholder provisions. It explains why such clauses are needed, the judicial interpretation of such clauses, and relevant practice points. Can shareholders enter into an agreement, inter se and with the company, not to exercise a statutory power?

  1. Board representation: Quorum requirements
  2. Veto rights
  3. Share transfers terms

What is pre-emption right? What is ‘tag-along’ right and ‘drag-along’ obligation?

  1. Disputes

Would an arbitration clause in a shareholders’ agreement ‘contract out’ a member’s statutory right to petition for unfair prejudice and winding up? Fulham Football Club (1987) Ltd v Richards [2011] EWCA Civ 855.

Can members, by contract (jurisdiction clause), fetter their statutory right to petition for unfair prejudice before the court? Re Team Y & R Holdings Hong Kong Limited [2017] HKCA 296; A (shareholder) agreement not to present a winding up petition: Re Southwest Pacific Bauxite (HK) Limited (Lasmos) [2018] 2 HKLRD 449 allowing a debtor-shareholder to stay a winding up petition presented by its fellow shareholder where the disputed debt was subject to an arbitration agreement.

Curriculum is empty
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.