Hong Kong Case Law: Decisions & Judgments | LexChat

Topic

Directors' discretion to refuse transfers

Legal area

Court

4 Dec 2017

KARUPAYEE AMMAL (as the administratrix of the estate of KARUPAYA SELVARAJ, Deceased) v. GMT INDUSTRIAL LTD

Citation

KARUPAYEE AMMAL (as the administratrix of the estate of KARUPAYA SELVARAJ, Deceased) v. GMT INDUSTRIAL LTD
Court

Court of First Instance
Case number

HCMP522/2017

The court ordered registration and rectification because the plaintiff, as administratrix, was entitled to transmission of the deceased's shares under ss158/159; the company's articles did not validly empower directors to refuse transmission and there was no evidence of a proper board resolution or any opposing evidence; registration would not prejudice creditors despite an extant winding up petition and therefore validation under the winding up provisions was appropriate.
20 May 1987

SIMON FIREMAN v. GOLDEN RICE BOWL LTD

Citation

SIMON FIREMAN v. GOLDEN RICE BOWL LTD
Court

Court of First Instance
Case number

HCMP716/1987

Application dismissed because the court was satisfied the directors had validly and bona fide exercised their discretion under article 6 in the interests of the private company; the proposed registration would have allowed a stranger to acquire undue influence via shares charged as security and would alter the company's character; additionally s69(1B) did not retrospectively validate a registration application refused before its commencement, therefore the applicant's case was not well founded.