SECURITIES AND FUTURES COMMISSION v. WONG YUEN YEE AND OTHERS

SECURITIES AND FUTURES COMMISSION v. WONG YUEN YEE AND OTHERS

On the agreed facts the 1st–4th respondents negligently failed to ensure adequate investigation or due diligence, failed properly to supervise or obtain reports from the Hotel Management Team and failed to negotiate consideration; that conduct amounted to misfeasance/unfair prejudice under s.214 and warrants disqualification under s.214(2)(d); taking culpability and mitigation into account a 3‑year disqualification is appropriate.

Citation
[2019] HKCFI 2463
Parties
Petitioner: Securities and Futures Commission; 1st Respondent: WONG YUEN YEE; 2nd Respondent: WONG YAO WING, ROBERT; 3rd Respondent: WONG KWOK SING; 4th Respondent: LAM SHIU SAN; 5th Respondent: INNOTECH HOLDINGS LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 October 2019
Case Number
HCMP241/2015
Procedural Posture
Disqualification Petition Under Section 214 Securities and Futures Ordinance / Judgment on Agreed Facts by Carecraft Summary Procedure
Outcome
Disqualification orders made under section 214(2)(d) SFO against the 1st to 4th respondents for 3 years; no order as to costs
Legal Topics
Director Disqualification, Duty of Care and Diligence, Misfeasance and Unfair Prejudice, Due Diligence Failures, GEM Listing Rules Compliance, Carecraft Summary Disposal
Source Language
EN
Securities Law Company Law Corporate Governance Civil Procedure Director Disqualification Duty of Care and Diligence Misfeasance and Unfair Prejudice Due Diligence Failures +2 more

Case Brief

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Parties

Securities and Futures Commission

Petitioner

WONG YUEN YEE

1st Respondent

WONG YAO WING, ROBERT

2nd Respondent

WONG KWOK SING

3rd Respondent

LAM SHIU SAN

4th Respondent

INNOTECH HOLDINGS LIMITED

5th Respondent

Procedural Posture

Disqualification Petition Under Section 214 Securities and Futures Ordinance / Judgment on Agreed Facts by Carecraft Summary Procedure

Legal Issues

  1. 1 Whether the Court’s jurisdiction under s.214 SFO is engaged
  2. 2 Whether the 1st–4th respondents breached their common law duty of care by failing to supervise due diligence and by failing to negotiate consideration
  3. 3 Whether the conduct amounted to misfeasance or unfair prejudice to members

Ratio Decidendi

On the agreed facts the 1st–4th respondents negligently failed to ensure adequate investigation or due diligence, failed properly to supervise or obtain reports from the Hotel Management Team and failed to negotiate consideration; that conduct amounted to misfeasance/unfair prejudice under s.214 and warrants disqualification under s.214(2)(d); taking culpability and mitigation into account a 3‑year disqualification is appropriate.

Court Disposition

Disqualification orders made under section 214(2)(d) SFO against the 1st to 4th respondents for 3 years; no order as to costs

Orders

  • Each of the 1st to 4th respondents is disqualified under s.214(2)(d) of the Securities and Futures Ordinance from being or continuing to be a director, liquidator or receiver or manager of the property or business of any company in Hong Kong and from being concerned or taking part in the management of any company in...
  • By agreement there is no order as to costs