Hong Kong Case Law: Decisions & Judgments

Topic

Shareholders' agreement construction

Legal area

Court

8 Feb 2022

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS

Citation

[2022] HKCFA 2
Court

Court of Final Appeal
Case number

FAMV497/2021

Leave to appeal refused because the Court of Appeal correctly construed the shareholders' agreement as not entrenching the petitioner; the Court properly found that the petitioner's diversion of company funds constituted serious misconduct justifying removal; established principle permits retrospective reliance on valid grounds for termination even if unknown to decision-makers at the time; consequently there was no breach amounting to unfair prejudice and no arguable point of general importance.
21 May 2021

NG TAI JOO v. THE REGISTRAR OF COMPANIES AND OTHERS

Citation

[2021] HKCFI 1510
Court

Court of First Instance
Case number

HCMP356/2021

Clause 3.1 is properly construed as a representation clause securing the plaintiff a board representative but not a contractual right that fetters the statutory right of a majority shareholder to remove directors; the irregularity principle applies because the majority (Dama) could and would inevitably have regularised the contested decisions, so the originating summonses fail and must be dismissed (subsidiary follows because the holding company could control it).
30 Apr 2010

SAN WANT MEDIA HOLDINGS LTD v. CHA MOU SING, PAYSON AND OTHERS

Citation

SAN WANT MEDIA HOLDINGS LTD v. CHA MOU SING, PAYSON AND OTHERS
Court

Court of First Instance
Case number

HCA317/2010

The court held there is a good arguable case that clause 11.6 of the ATV Shareholders Agreement applies to agreements to issue shares including convertible bonds and is not plainly void as an unlawful fetter on statutory powers; damages would be inadequate; the balance of convenience favored continuation of interlocutory injunctions preventing issue, delivery, registration, disposal and conversion of the specified convertible bonds and preventing further issuance below HK$2.47 without unanimous shareholder consent, but the earlier Mareva‑type restraint preventing the Chas from disposing of th…

Hong Kong Case Law

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS

NG TAI JOO v. THE REGISTRAR OF COMPANIES AND OTHERS

SAN WANT MEDIA HOLDINGS LTD v. CHA MOU SING, PAYSON AND OTHERS