CHOW YAT TIM v. TANG HING KEUNG AND OTHERS

CHOW YAT TIM v. TANG HING KEUNG AND OTHERS

Valuation of the petitioner's shares must be as at 29 August 2007 (date of presentation of the petition) because (a) that was the date the petitioner elected to treat the conduct as destroying the basis of the joint undertaking and seek relief, (b) the court did not find the rights issue and resulting dilution to be unfairly prejudicial and therefore it would be improper to disregard the allotment, and (c) valuing at the date of judgment would unfairly reward the petitioner for post-dilution expansion to which he did not contribute. The valuer is to value by reference to assets, profitability and future prospects as at that date without discount for minority shareholding; costs of...

Citation
CHOW YAT TIM v. TANG HING KEUNG AND OTHERS
Parties
Petitioner: Chow Yat Tim; 1st Respondent: Tang Hing Keung; 2nd Respondent: Hing Ming Gondola (HK) Company Limited; 3rd Respondent: Au Fung Yee
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
11 August 2009
Case Number
HCMP418/2008
Procedural Posture
Companies Petition Under Section 168 a of the Companies Ordinance (unfairly Prejudicial Conduct) / Directions Hearing Following Judgment for Purchase of Shares
Outcome
Order that 1st respondent purchase petitioner's 100,000 shares at a valuation by an independent certified public accountant as at 29 August 2007, without minority discount; valuation costs to be paid by 1st respondent; interest on value from 29 August 2007 to 30 June 2009 at 1% over HSBC best lending rate and...
Legal Topics
Unfairly Prejudicial Conduct, Buy Out Order, Share Valuation, Minority Shareholder Protection, Costs of Valuation
Source Language
EN
Company Law Equity Commercial Law Civil Procedure Unfairly Prejudicial Conduct Buy Out Order Share Valuation Minority Shareholder Protection +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 7 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Chow Yat Tim

Petitioner

Tang Hing Keung

1st Respondent

Hing Ming Gondola (HK) Company Limited

2nd Respondent

Au Fung Yee

3rd Respondent

Procedural Posture

Companies Petition Under Section 168 a of the Companies Ordinance (unfairly Prejudicial Conduct) / Directions Hearing Following Judgment for Purchase of Shares

Legal Issues

  1. 1 Proper date for valuation of shares
  2. 2 Whether rights issue and dilution constituted unfairly prejudicial conduct requiring redress
  3. 3 Allocation of costs for valuation

Ratio Decidendi

Valuation of the petitioner's shares must be as at 29 August 2007 (date of presentation of the petition) because (a) that was the date the petitioner elected to treat the conduct as destroying the basis of the joint undertaking and seek relief, (b) the court did not find the rights issue and resulting dilution to be unfairly prejudicial and therefore it would be improper to disregard the allotment, and (c) valuing at the date of judgment would unfairly reward the petitioner for post-dilution expansion to which he did not contribute. The valuer is to value by reference to assets, profitability and future prospects as at that date without discount for minority shareholding; costs of...

Court Disposition

Order that 1st respondent purchase petitioner's 100,000 shares at a valuation by an independent certified public accountant as at 29 August 2007, without minority discount; valuation costs to be paid by 1st respondent; interest on value from 29 August 2007 to 30 June 2009 at 1% over HSBC best lending rate and...

Orders

  • 1st respondent to purchase 100,000 ordinary shares of $1 each registered in petitioner's name at a price fixed by a Valuer (certified public accountant) to be agreed or appointed within 14 days
  • Valuer directed to value the Shares by reference to assets, profitability and future prospects of the Company as at 29 August 2007 and to provide reasons