Hong Kong Case Law: Decisions & Judgments

Topic

Access to company records

Legal area

Court

28 Aug 2019

MAGNUS LEONARD ROTH v. VITALY ORLOV AND ANOTHER

Citation

[2019] HKCFI 2120
Court

Court of First Instance
Case number

HCMP2753/2017

The court found that both shareholders committed acts of unfairly prejudicial conduct in different respects but that the practical remedy is a buyout. On the evidence the appropriate relief is an order that Roth buy out Orlov's 120,000 shares in Three Towns Capital Limited; the valuation date for that buyout is fixed at 1 January 2018; certain complaints (notably denial/delay of access to documents, exclusion from management, orchestrated disruption of Katla and diversion of an opportunity to purchase the Karelian vessels) establish unfair prejudice while other complaints were rejected; deriv…
13 Jul 2018

XU LIU CHUN v. WU CHANG JIANG AND ANOTHER

Citation

[2018] HKCFI 1575
Court

Court of First Instance
Case number

HCMP3166/2014

On the evidence petitioner was a beneficial owner of the 40% shares (not a nominee); respondent's unilateral transfer of US$4.4m from the company without authorization and respondent's persistent failure to produce audited accounts/adequate financial information amounted to conduct unfairly prejudicial to petitioner as a member; the earlier US$9.2m withdrawals were not proved to be misappropriation and were made with petitioner's knowledge/consent or were of mixed/uncertain provenance; appropriate remedy is an order that respondent purchase petitioner's shares with valuation at the petition d…
8 Dec 2004

K VISION INTERNATIONAL INVESTMENT (H.K.) LTD v. LAM YIN a female AND ANOTHER

Citation

K VISION INTERNATIONAL INVESTMENT (H.K.) LTD v. LAM YIN a female AND ANOTHER
Court

Court of First Instance
Case number

HCA2710/2004

The court held the action was validly constituted procedurally because the overwhelming majority shareholder (97%) may bring the company’s claim in urgency even without a directors' resolution; the question of substantive entitlement and the applicability of fraud/derivative exceptions must be decided on the evidence at interlocutory and substantive hearings.
29 Oct 1999

RE MW LEE & SONS ENTERPRISES LTD.

Citation

RE MW LEE & SONS ENTERPRISES LTD.
Court

Court of First Instance
Case number

HCCW467/1998

Petitioner failed to prove just and equitable grounds or unfair prejudice because the contested sums were conversions of overpaid dividends implemented on auditors' advice, of which the petitioner was aware and which he endorsed by signing financial statements and confirmations; therefore neither repayment under s.168A(2) nor a winding-up order was justified, and the transfer of 100 shares did not warrant dissolution.

Hong Kong Case Law

MAGNUS LEONARD ROTH v. VITALY ORLOV AND ANOTHER

XU LIU CHUN v. WU CHANG JIANG AND ANOTHER

K VISION INTERNATIONAL INVESTMENT (H.K.) LTD v. LAM YIN a female AND ANOTHER

RE MW LEE & SONS ENTERPRISES LTD.