- Instructor: Rita Cheung
- Duration: 3 hours
Date: 14 October 2022 (Friday) 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?
- Board representation: Quorum requirements
- Veto rights
It discusses recent case law on using shareholders’ agreement to ‘contract out’ of company law. It looks at the wider ramifications of a line of authorities, which stretches from Russell v Northern Bank Development Corp  1 WLR 588 (an agreement not to increase capital); Re Team Y & R Holdings Hong Kong Ltd  HKCA 296 (restriction on a member’s right to petition for unfair prejudice); Re Greater Beijing Region Expressways Limited  3 HKLRD 862 (restriction on winding up); Muir v Lampl  1 HKLRD 338 (restriction on removal of directors).
- Share transfers terms
What is pre-emption right? What is ‘tag-along’ right and ‘drag-along’ obligation?
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  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  HKCA 296; A (shareholder) agreement not to present a winding up petition: Re Southwest Pacific Bauxite (HK) Limited (Lasmos)  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.