24 Apr 2019
DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS
- Citation
- [2019] HKCA 461
- Court
- Court of Appeal
- Case number
- CACV9/2017
The Court of Appeal allowed the majority shareholders' appeal, set aside the buy-out order and related relief because Clause 6[2] did not impose a positive obligation on shareholders to approve outside offers for Non-Core Land (natural reading and Clause 8 confirm shareholder control over land sales) and the petitioner was validly removable as manager for cause (diversion of company funds to personal account justified loss of confidence), so there was insufficient unfairly prejudicial conduct to justify a buy-out under section 168A.