張才奎所託管中國山水投資有限公司股份AND ANOTHER v. 張才奎AND ANOTHER

張才奎所託管中國山水投資有限公司股份AND ANOTHER v. 張才奎AND ANOTHER

The court refused to give directions that would have the effect of imposing new directors or materially changing the composition of the board of the listed company at interlocutory stage because there were no special or overwhelming circumstances to justify such drastic intervention; receivers must act as caretakers preserving assets and their proposed Primary and Alternative Votes were not approved; split voting was refused because voting control is vested in CSI's board under its articles.

Citation
張才奎所託管中國山水投資有限公司股份AND ANOTHER v. 張才奎AND ANOTHER
Parties
Plaintiff: 1st and 2nd plaintiffs; 1st Defendant: Zhang Sr; Receiver: Joint and several receivers of the shares in China Shanshui Investment Co Ltd
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
23 July 2015
Case Number
HCA939/2015
Procedural Posture
Receivership / Company Law Interlocutory Application / Interlocutory (application for Directions Regarding Voting at Egm)
Outcome
Application for directions to vote so as to reconstitute the listed company's board refused; Split Voting request refused
Legal Topics
Voting Rights, Appointment of Directors, Change of Control, Duties of Receivers, Split Voting, Public Company Intervention
Source Language
EN
Company Law Equity Receivership Corporate Governance Interim Relief Voting Rights Appointment of Directors Change of Control +3 more

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Parties

1st and 2nd plaintiffs

Plaintiff

Zhang Sr

1st Defendant

Joint and several receivers of the shares in China Shanshui Investment Co Ltd

Receiver

Procedural Posture

Receivership / Company Law Interlocutory Application / Interlocutory (application for Directions Regarding Voting at Egm)

Legal Issues

  1. 1 Whether the court should direct the receivers how to vote so as to reconstitute the board of a listed company at an interlocutory stage
  2. 2 Whether special circumstances exist to justify appointing or imposing directors on a listed company without trial
  3. 3 Whether split voting by shareholders of CSI should be permitted notwithstanding articles vesting management powers in directors

Ratio Decidendi

The court refused to give directions that would have the effect of imposing new directors or materially changing the composition of the board of the listed company at interlocutory stage because there were no special or overwhelming circumstances to justify such drastic intervention; receivers must act as caretakers preserving assets and their proposed Primary and Alternative Votes were not approved; split voting was refused because voting control is vested in CSI's board under its articles.

Court Disposition

Application for directions to vote so as to reconstitute the listed company's board refused; Split Voting request refused

Orders

  • Directions sought by the Receivers to effect the Primary and Alternative Votes are refused
  • Request for Split Voting is refused