- Instructor: Rita Cheung
Date: 16 September 2023 (Saturday) Time: 9:30am-12:45pm Language: English Level: Elementary
Speaker: Dr. Rita Cheung, MCAL Solicitors LLP
Lawyer CPD Points: ACCA CPD / SFC CPT / Insurers’ CPD Pts: 3 Fee: HK$1,790
Highlight: The principal weapon available to protect minority shareholders are derivative suits, and the twin statutory minority remedies of unfair prejudice and just and equitable winding up. This seminar examines recent case law on shareholders’ remedies.
- The Common Law Derivative Actions
The ‘fraud on the minority’ exception
Wang Pengying (王鵬英) v Ng Wing Fai and Convoy Global Holdings Limited [2021] HKCA 100 (CACV 16/2020, 28 January 2021) – What is fraud? The meaning of ‘fraud’ (in terms of actual fraud, dishonesty, or ‘personal benefit’ to the wrongdoers)
- The Statutory Derivative Action
Leave requirements – ‘serious question’ and ‘company’s interest’
Re Convoy Global Holdings Limited [2021] HKCFI 814
Re Hsin Kuang Restaurant (Holdings) Limited (新光酒樓 (集團) 有限公司)[2020] HKCFI 1314 – a restrictive approach
- The Unfair Prejudice Remedy
The elements of a claim for unfair prejudice.
‘Place of business’: Re Yung Kee Holdings Ltd (2015) 18 HKCFAR 501
Clean hands. Would a petitioner’s unclean hands (misconduct) defeat his complaint for exclusion? Re Minloy Limited [2019] HKCA 461
Unfair prejudice verus derivative actions
Buy-out: Re New Century Iatrical Inv Management Limited (新世紀醫療投資有限公司) [2020] HKCA 481, [2020] 3 HKLRD 464
- Statutory inspection order – a pre-action discovery tool
The ‘good faith’ and ‘proper purpose’ requirements
