(S8) (Live Presentation and Webinar) Shareholders’ Rights

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.

  1. 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)

  1. 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

  1. 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

  1. Statutory inspection order – a pre-action discovery tool

The ‘good faith’ and ‘proper purpose’ requirements


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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.