20 Mar 2024
Because there was a live, bona fide dispute about the beneficial ownership of the disputed share and the Plaintiff failed to produce the contemporaneous documentary evidence necessary to establish legal and beneficial ownership, the court would not grant relief under s.570 and dismissed the originating summons and ordered costs against the Plaintiff.
2 Nov 2022
No valid resolution was passed at the 1st EGM to appoint Chien because the 1st EGM notice did not refer to any proposed appointment of directors (a substantive defect), evidence shows the relevant discussions occurred after the meeting and eight attendees confirmed they would not support Chien, and the irregularity principle does not apply because there is no inevitability that the result would have been the same; therefore the information in the 1st Form is incorrect and both the 1st and 2nd Forms should be removed; counterclaim dismissed.
15 Jul 2022
Where a company has a sole shareholder and director who is deceased and no opposition is shown, the court will exercise its s.570 Companies Ordinance power to authorise the deceased's representative to convene an EGM, dispense with notice, treat the representative's attendance as a quorum, and permit a resolution to appoint the representative (or nominees) as director so the company's affairs can be managed.
8 Nov 2019
The court held that the company's articles required re-appointment and that, by failing to stand for re-appointment, the 2nd to 10th respondents' directorships had terminated by 2008; the EGM in question had been properly convened and constituted.
10 Jun 2019
On the balance of probabilities the court found Tang inserted the requisition and EGM notices into the company's registered office letter-box and that the Applicant and the company secretary did receive them; receipt via the registered office constituted valid notice in the circumstances; the Applicant had an adequate opportunity to make representations and failed to do so; accordingly the application seeking relief was dismissed and the removal proceeded as valid.
31 May 2019
The court applied the established test for leave to appeal and concluded the applicant did not demonstrate a reasonable prospect of success or other sufficient reason in the interests of justice; the EGM was properly served, the quorum was present and the resolutions reconstituting the board were validly passed.
4 Oct 2017
Order 15 r6A permits appointment of the 2nd applicant to represent the deceased's estate prior to grant; the 2nd applicant satisfied s.570(2)(b) by demonstrating it was probable they would become a member; accordingly the court had jurisdiction to order convening of EGMs and the ancillary relief sought, and it was appropriate to grant those orders together with the carry‑on authorisation.
4 Oct 2017
The court was satisfied it was probable that Letters of Administration would be obtained and that the 2nd applicant could be appointed to represent the deceased's estate under O.15 r.6A; s570(2)(b) is engaged where it is probable the applicant will become a member, therefore the court could grant orders to convene EGMs and permit appointment of an additional director pending formal probate/administration.
12 Jul 2017
Applicant demonstrated current impracticability to convene EGMs and demonstrated on the affidavit and expert evidence that Ms Liu validly holds the BVI grant and presently has authority to act; there is no credible evidence that the BVI grant will be set aside or that appointment of a co-administrator will practically undermine her authority, therefore the court will exercise its discretion under section 570 to order convening of EGMs.
12 Jul 2017
The court found the applicant had demonstrated current impracticability to convene EGMs and that, on the affidavit evidence and expert report, Ms Liu was validly appointed administrator under the BVI grant with authority to act; the respondents' objections to her authority and the risk of the BVI grant being set aside were not sufficiently credible to justify adjourning the s.570 applications, so the court ordered EGMs to be convened.