ANTHONY A SPERANDEO v. GEORGE LENCSAK BARRINGTON STUDIOS LTD

ANTHONY A SPERANDEO v. GEORGE LENCSAK BARRINGTON STUDIOS LTD

Exclusion from management was not unfairly prejudicial on the evidence because the petitioner had been bought out of Barrington US and the Hong Kong company's commercial value derived from Barrington US such that exclusion was commercially neutral; however the allotment of 774,999 shares in October 2011 was...

Source-derived case information.

Citation
ANTHONY A SPERANDEO v. GEORGE LENCSAK BARRINGTON STUDIOS LTD
Parties
Petitioner: Anthony A Sperandeo; 1st Respondent: George Lencsak; 2nd Respondent: Barrington Studios Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
4 December 2015
Case Number
HCMP1022/2013
Procedural Posture
Companies Ordinance S168 a Unfair Prejudice Petition / Final Judgment (court of First Instance)
Outcome
Petition allowed in part and dismissed in part
Legal Topics
Unfair Prejudice, Shareholder Buy Out, Share Allotment and Dilution, Quasi Partnership, Directors' Duties, Valuation Date
Source Language
en
Company Law Equity Civil Procedure Unfair Prejudice Shareholder Buy Out Share Allotment and Dilution Quasi Partnership Directors' Duties +1 more

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Parties

Anthony A Sperandeo

Petitioner

George Lencsak

1st Respondent

Barrington Studios Limited

2nd Respondent

Procedural Posture

Companies Ordinance S168 a Unfair Prejudice Petition / Final Judgment (court of First Instance)

Legal Issues

  1. 1 Whether exclusion from management was unfairly prejudicial
  2. 2 Whether the allotment of 774,999 shares was valid or a device to dilute the petitioner
  3. 3 Appropriate date and basis for valuation and buy-out

Ratio Decidendi

Exclusion from management was not unfairly prejudicial on the evidence because the petitioner had been bought out of Barrington US and the Hong Kong company's commercial value derived from Barrington US such that exclusion was commercially neutral; however the allotment of 774,999 shares in October 2011 was artificial (the US$100,000 deposit was held personally by the 1st Respondent) and constituted an unfair dilution and must be set aside; appropriate relief is a buy‑out by the 1st Respondent with valuation as at 31 December 2011 without minority discount.

Court Disposition

Petition allowed in part and dismissed in part

Orders

  • Allotment of 26 October 2011 of 774,999 shares set aside
  • Order that 1st Respondent purchase the Petitioner's share in the Company; valuation to be as at 31 December 2011 without discount for minority interest