26 Jul 2024
The court found it impracticable to convene a meeting because the sole co-member and director refused to call or attend an EGM, leaving the company paralysed; exercising its discretion under s570 the court ordered that a general meeting be convened and that one member present be treated as a quorum and awarded costs to the applicant.
15 Feb 2024
The court found it was impracticable to convene a general meeting under the company’s articles because the sole other shareholder nominee refused to cooperate and no director existed; accordingly, exercising its discretion under s.570 the court ordered an EGM be convened with ancillary directions (including treating the Committee’s attendance as a quorum and permitting notice by the Committee) so that the Committee may be appointed director and take steps to preserve the company’s assets.
5 May 2021
The court exercised its discretion under section 570 of the Companies Ordinance and ordered relief in terms sought by the applicant because the death of the majority shareholder and pending caveat on the estate made it impracticable to convene a meeting or constitute a quorum, the applicant had locus as a director and contributory, and there were no countervailing factors or demonstrated unfair prejudice to deny relief.
6 Jul 2020
On the balance of convenience and fairness, and given the narrowed and potentially dispositive scope of the HCMP, the court exercised its case management powers to grant a short stay of the HCA pending determination of a substantive one-day argument in the HCMP and issued directions for evidence and setting down, thereby conserving resources and avoiding duplicative litigation.
6 Jul 2020
Given the narrowed legal grounds in the HCMP (inquorate meeting and defective special notice under s462), the balance of convenience favoured a short case management stay of the HCA so the HCMP could be expeditiously determined; accordingly the Court granted directions to list the HCMP for substantive argument and stayed the HCA pending that determination or further order.
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.
12 Jun 2019
BL75(1) prescribes the quorum for the Legislative Council when meeting as the plenary legislative body; it does not apply to meetings of a committee of the whole Council, which are governed by the Council's Rules of Procedure; accordingly the amendment to Rule 17(1) reducing the committee quorum to 20 was not shown to be unlawful and the judicial review was dismissed.
12 Jun 2019
BL 75(1) prescribes the quorum for the Legislative Council sitting in plenary and does not apply to meetings of a committee of the whole Council; the Council validly amended Rule 17(1) to set a separate quorum for the committee of the whole Council; applicants' substantive judicial review applications are dismissed.
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.
26 Jul 2016
The application for a certificate was dismissed because the questions raised were identical to those decided in HKSAR v Md Emran Hossain, which this Court is bound to follow, and those questions were held not reasonably arguable; accordingly no certificate under s32(2) could be granted.