RE X LTD

RE X LTD

R firm had acted as financial advisers to subsidiaries and should have disclosed that under s262D, but the prior limited engagements did not give rise to a material conflict of interest; accordingly Mr K and Mr T were fit for appointment as provisional liquidators provided they file new disclosure statements.

Citation
[2019] HKCFI 2959
Parties
Petitioner: Petitioner; Company: X Limited; Official Receiver: Official Receiver; Proposed Provisional Liquidator: Mr K; Proposed Provisional Liquidator: Mr T; Firm Proposed to Provide Provisional Liquidators: R firm; Alternative Proposed Firm: S firm; Alternative Proposed Firm: C Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
6 December 2019
Case Number
HCCW262/2019
Procedural Posture
Companies Winding Up Proceedings / Application for Appointment of Provisional Liquidators (decision)
Outcome
Appointment of provisional liquidators (Mr K and Mr T) granted
Legal Topics
Provisional Liquidator Appointment, Conflict of Interest, Statutory Disclosure Requirements, Companies (winding Up and Miscellaneous Provisions) Ordinance
Source Language
EN
Company Law Insolvency Law Civil Procedure Provisional Liquidator Appointment Conflict of Interest Statutory Disclosure Requirements Companies (winding Up and Miscellaneous Provisions) Ordinance

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Parties

Petitioner

Petitioner

X Limited

Company

Official Receiver

Official Receiver

Mr K

Proposed Provisional Liquidator

Mr T

Proposed Provisional Liquidator

R firm

Firm Proposed to Provide Provisional Liquidators

S firm

Alternative Proposed Firm

C Limited

Alternative Proposed Firm

Procedural Posture

Companies Winding Up Proceedings / Application for Appointment of Provisional Liquidators (decision)

Legal Issues

  1. 1 Whether prior limited engagements by R firm constituted acting as a 'financial adviser' requiring disclosure under s262D
  2. 2 Whether the prior engagements gave rise to a material conflict of interest disqualifying appointment
  3. 3 Whether the disclosure statements complied with statutory requirements

Ratio Decidendi

R firm had acted as financial advisers to subsidiaries and should have disclosed that under s262D, but the prior limited engagements did not give rise to a material conflict of interest; accordingly Mr K and Mr T were fit for appointment as provisional liquidators provided they file new disclosure statements.

Court Disposition

Appointment of provisional liquidators (Mr K and Mr T) granted

Orders

  • Appoint Mr K and Mr T as provisional liquidators on the terms agreed at the hearing with the Official Receiver
  • Mr K and Mr T to submit new disclosure statements compliant with section 262D