Hong Kong Case Law: Decisions & Judgments

Topic

Buy‑out order

Legal area

Court

12 May 2026

COBO ASIA LTD v. LIANG TIANXIANG

Citation

[2026] HKCFI 2696
Court

Court of First Instance
Case number

HCA87/2022

Court held that Resolution 1 (permitting Cobo SPA to bypass the Company for specified 'Family Products' from 26 Oct 2020) established a prima facie breach of fiduciary duties by directors Cozzi and Linetti and amounted to unfairly prejudicial conduct to the Company and minority shareholder (ECT); that further direct sales from March 2021 were justified by the closure of the Premises caused by Liang and therefore not unfair; that the NCA and Labour Contract art.8.1 were prima facie unreasonable restraints and unenforceable; that Liang was entitled to specified employment entitlements (variable…
12 May 2026

ELECTRONIC CONTROL TECHNOLOGY LTD v. COBO ASIA LTD AND ANOTHER

Citation

[2026] HKCFI 2696
Court

Court of First Instance
Case number

HCMP362/2021

Court found that directors Cozzi and Linetti breached fiduciary duties by approving Resolution 1 which cut the Company out of the supply chain for Family Products without considering Company’s separate interests or adequate justification, constituting unfairly prejudicial conduct warranting a buy‑out; other alleged diversions after the premises closure were justified due to operational necessity and did not amount to breach; contractual restraints (NCA, art.8.1 Labour Contract, SHA covenants) were invalid or unenforceable (no consideration and/or unreasonable); many claims by Majority Camp ag…
12 May 2026

COBO ASIA LTD AND ANOTHER v. LIANG TIANXIANG AND ANOTHER

Citation

[2026] HKCFI 2696
Court

Court of First Instance
Case number

HCA835/2022

Court found that the 2020 Board Resolutions (Resolution 1) cutting Company out of the supply chain for Family Products constituted a breach of fiduciary duties by the majority directors and was unfairly prejudicial; buy‑out remedy ordered (Cobo SPA to buy ECT’s 40% at fair market value). Further diversion claims (direct sales to major customers after premises closure) and competing business claims failed because the premises closure (20 Feb 2021–9 Jun 2022) caused operational paralysis and direct sales by Cobo SPA were justified. Restrictive covenants (Art 8.1 NCA/SHA) were void/unenforceable…
12 Mar 2025

LEUNG YUET KEUNG v. HARBOUR FRONT LTD AND ANOTHER

Citation

[2025] HKCFI 1009
Court

Court of First Instance
Case number

HCMP1471/2019

The court exercised its discretion to fix the valuation date as 16 September 2019 (date of presentation of the petition) because fairness required protecting the petitioner from diminution caused by the respondents' repeated improper conduct; the shares are to be valued by a single court-appointed valuer without a minority discount; the petitioner did not prove he suffered the particular financial loss necessary to justify awarding interest from the valuation date rather than from the date of judgment, so interest from the petition date was not ordered.
21 Jan 2025

CHIU WING KEUNG MIKEY v. INTERASIA CORPORATION LTD AND OTHERS

Citation

[2025] HKCFI 386
Court

Court of First Instance
Case number

HCMP2114/2021

The Court found overall unfair prejudice: the parties' agreed fundamental bases (including each shareholder's right to participate in management) were breached when respondents removed the petitioner as director and caused discontinuance of the company actions to the petitioner's prejudice; respondents deleted and reallocated invoices and failed to discharge agreed capital obligations, left the petitioner to settle the SCB loan and undermined trust. There was no evidence of deliberate accounting fraud by petitioner; nevertheless trust was irretrievably broken and reconstitution was impractica…
26 Nov 2024

WONG CHUN KWONG IVAN AND ANOTHER v. CANADIAN EDUCATION FOUNDATION (CHINA) LTD AND OTHERS

Citation

[2024] HKCFI 3167
Court

Court of First Instance
Case number

HCCW130/2016

The petitioner failed to prove unfairly prejudicial conduct or misappropriation. The court accepted that substantial injections by Fortune/Yeung were loans and, on balance, that the parties agreed at the Fishing Point meeting that those loans bore interest at 6% and were repayable ahead of others; audited accounts reflected the indebtedness and, where qualified, were re-audited to unqualified status when confirmations were provided. The transfer of the School interest to Ms Yeung was justified by PRC regulatory requirements and implemented under a nominee/trust arrangement. There was no estab…
29 Nov 2022

CHU CHUNG MING AND ANOTHER v. LAM WAI DAN AND OTHERS

Citation

[2022] HKCFI 3609
Court

Court of First Instance
Case number

HCCW377/2011

The court dismissed the application because the jointly appointed valuer's methodology applying a marketability discount is a matter of professional opinion and no patent error was demonstrated on the face of the draft report; the prior order proscribing minority discount does not preclude a marketability discount and deference is owed to the valuer's expertise absent authoritative support to intervene.
16 Jun 2021

MAGNUS LEONARD ROTH v. VITALY ORLOV AND ANOTHER

Citation

[2021] HKCFI 1705
Court

Court of First Instance
Case number

HCMP2753/2017

Weighing the inevitability of an adversarial valuation, the fact the valuer's conclusion was closer to the petitioner's position and that the petitioner could only achieve that price by completing the valuation, together with the adversarial conduct by both parties, the court exercised its discretion to allocate costs so that Roth pays 80% of Orlov's valuation costs and 80% of the valuer's costs, Orlov pays 20% of the valuer's costs, and TTC's costs are shared equally.
7 May 2021

LI GUOZHU v. NEW CENTURY IATRICAL INV. MANAGEMENT LTD AND OTHERS

Citation

[2021] HKCA 651
Court

Court of Appeal
Case number

CACV174/2018

Leave to appeal refused because the questions raised involved application of established discretionary principles to the facts and did not raise questions of law or public importance; no arguable error in the judge's valuation basis or choice of valuation date (Profinance provides prima facie date), and the judge gave valid reasons; therefore no basis to grant leave and appeal.
1 Apr 2021

WONG SZE LING AND ANOTHER v. YOUNG CHEUNG LEE AND OTHERS

Citation

[2021] HKCFI 892
Court

Court of First Instance
Case number

HCCW388/2019

The 2nd Strike out Summons was an abuse of process because respondents sought to re-argue and relitigate the same grounds they had previously advanced and withdrawn without any material change of circumstances; the petitioners' delay in obtaining a Rule 29 registrar certificate was satisfactorily explained (COVID GAP and solicitor changes) and was not inordinate or prejudicial given the company is solvent and respondents were aware and participating; accordingly the summons was dismissed and costs awarded to petitioners on an indemnity basis.