Hong Kong Case Law: Decisions & Judgments

Topic

Share buy‑out

Legal area

Court

13 Apr 2017

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

Citation

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

Court of First Instance
Case number

HCMP1528/2013

Interim stay was refused because the established Star Play approach to stay applications applies; the Majority Shareholders failed to demonstrate good reason to delay the valuation process or that the proposed Court of Appeal application had materially better prospects; there was insufficient evidence that the petitioner would be unable to repay costs or the buy-out sum such that the appeal would be rendered nugatory; accordingly valuation must proceed and the interim stay was dismissed; costs of this summons ordered to petitioner (costs nisi) and costs of the earlier leave and stay summons t…
14 Dec 2016

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

Citation

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

Court of First Instance
Case number

HCMP1528/2013

The Majority Shareholders engaged in unfairly prejudicial conduct by breaching the Shareholders' Agreement — notably by blocking Non‑Core land sales that should have led to repayment of shareholder loans and by removing the Managers (including petitioner) without unanimous consent and without compensation — entitling the petitioner to relief under s.168A; the appropriate remedies are an order requiring the Majority Shareholders to buy out the petitioner's shares at a court‑fixed valuation (with assumptions specified) and an order for payment of manager remuneration/bonus as if the petitioner…
14 Dec 2016

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

Citation

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

Court of First Instance
Case number

HCMP1526/2013

The Majority Shareholders committed unfairly prejudicial conduct by breaching the Shareholders Agreement: they blocked Non‑Core land sales that the agreement required be approved where offers met the floor price and they removed Managers (P and R5) without the unanimous consent/compensation required by the agreement. Relief under s.168A was appropriate: the court ordered the Majority Shareholders to buy out the Petitioner’s shares (valuation assumptions specified) and to cause payment of the Manager remuneration due under Clause 4 (or be personally liable), and awarded costs nisi against the…
7 Feb 2014

LU JUN v. YU QI AND OTHERS

Citation

LU JUN v. YU QI AND OTHERS
Court

Court of Appeal
Case number

CACV76/2013

The Court of Appeal upheld the recorder: Mr Lu was the beneficial owner of the 15 shares and Madam Yu’s sequence of conduct (engineered loan assignment, threatened calls, rights issue, disposal of Shanghai Hanglong with deferred consideration and diversion of dividends) constituted unfairly prejudicial conduct justifying relief under s.168A; the appropriate remedy is a compulsory buy-out with valuation by reference to assets, profitability and future prospects as at the petition date, without a minority discount, on the assumptions that the complaints against Mr Lu were not made out and the s…
9 Oct 2013

HO CHI WA AND ANOTHER v. HO KING WAI, TERRY AND OTHERS

Citation

HO CHI WA AND ANOTHER v. HO KING WAI, TERRY AND OTHERS
Court

Court of First Instance
Case number

HCCW433/2012

Paragraph 5 was struck out because the court is satisfied there is no realistic prospect that, after trial, a winding-up order would be made: the Petitioners produced no evidence to show respondents would be unwilling or unable to comply with a buy-out order and the company’s financial position and assets (no debt, a flat asset, ongoing trading profit) do not support a winding-up order.
6 Nov 2009

LAM SIU LEUNG AND ANOTHER v. KOOVER WOOLLEN KNITTING FACTORY LTD AND OTHERS

Citation

LAM SIU LEUNG AND ANOTHER v. KOOVER WOOLLEN KNITTING FACTORY LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP6321/1998

Although the without prejudice correspondence had force, privilege was lost because it was referred to at trial; the earlier HK$38 offer was not one the Petitioners could reasonably have been expected to accept and was withdrawn; Petitioners succeeded on the key buy-out relief so costs follow the event but because Petitioners failed on a number of issues a 20% reduction in recoverable costs is appropriate; therefore 4th and 5th Respondents must pay 80% of Petitioners' costs including valuation and application costs, to be taxed if not agreed.
1 Aug 2006

MICHEL HAZAN v. HK SINDY FOOTWEARS LTD AND OTHERS

Citation

MICHEL HAZAN v. HK SINDY FOOTWEARS LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP1240/2006

The court found there is a serious question to be tried on beneficial ownership and unfair prejudice, a real risk of dissipation and insufficient protection from respondents' undertakings; the balance of convenience favours appointment of interim receivers provided the petitioner gives an undertaking as to damages and reasonable fortification (accepted: retention of US$200,000 and a US$200,000 bank guarantee), therefore relief to appoint interim receivers is granted in principle with a further hearing to fix terms and costs.
16 Dec 2004

YU CHI MING v. CHIU YEE WAH KATHERINE AND ANOTHER

Citation

YU CHI MING v. CHIU YEE WAH KATHERINE AND ANOTHER
Court

Court of First Instance
Case number

HCCW724/2002

The petition was dismissed because the petitioner failed to prove the factual basis of his complaints and many allegations were unmeritorious; the court found that the respondent had diverted company business and funds to entities under the petitioner’s control and had made out her counterclaims, and therefore ordered the petitioner to purchase the respondent’s 50,000 shares at HK$2,032,118 and made an order nisi for indemnity costs against the petitioner.
26 Apr 2002

LUI YUEN SZE v. CHANG CHING YUEH AND ANOTHER

Citation

LUI YUEN SZE v. CHANG CHING YUEH AND ANOTHER
Court

Court of First Instance
Case number

HCMP4823/2001

The injunction restraining the 1st Respondent from acquiring the PRC land by direct sale was dismissed because the subject sale is ordered by a PRC court and is outside the Hong Kong court's jurisdiction and the present PRC order was for a public auction making the injunction academic; an independent valuation was ordered with costs provision to avoid wastage (valuer to be an accountant appointed by the President of the Hong Kong Society of Accountants or by agreement); and delivery up of all company documents, company chops and the company seal by the 1st Respondent to the agreed Company Sec…
2 Jan 2002

RE SARATOR PROPERTIES AND INVESTMENTS LTD.

Citation

RE SARATOR PROPERTIES AND INVESTMENTS LTD.
Court

Court of First Instance
Case number

HCCW64/2000

The court found the shares registered in the mothers name were beneficially hers, but that the Companys substantial interest-free unsecured advances to the mother from 30 April 1988 were unjustified, were ratified at meetings to which the petitioner had not been given notice (invalidating ratification), and constituted unfairly prejudicial conduct; accordingly the appropriate remedy was an order under s.168A for the opposing contributories to purchase the petitioners shares with valuation directions rather than a winding-up order.