Hong Kong Case Law: Decisions & Judgments | LexChat

Topic

Derivative action vs unfair prejudice

Legal area

Court

19 Mar 2020

LAU WAI YIN AMY AND ANOTHER v. POON CHUNG KWONG PETER AND OTHERS

Citation

[2020] HKCFI 439
Court

Court of First Instance
Case number

HCMP152/2019

Applying a fairness-based discretionary approach to costs, the court found no abuse of process, acknowledged that petitioners achieved their primary objective (return of HK$2.5 million), and split costs by reference to control of the company: respondents pay petitioners' costs up to and including 29 April 2019; petitioners pay respondents' costs from 30 April 2019 to the hearing on 24 December 2019; no order for costs relating to written submissions after 24 December 2019.
28 Aug 2019

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

Citation

[2019] HKCFI 2120
Court

Court of First Instance
Case number

HCMP1331/2017

The court found sufficient unfairly prejudicial conduct by both shareholders in discrete respects (notably obstruction of alternate director access, withholding documents, interposition of a 'management' tier to exclude the co‑owner and orchestrated secret steps around Katla in late 2017) and that the appropriate remedy was a buyout order. Given the totality of facts and fairness considerations the court ordered Roth to buy out Orlov and fixed the valuation date at 1 January 2018; quasi‑interest was declined and costs reserved. The court held that derivative remedies do not oust unfair prejud…