Hong Kong Case Law: Decisions & Judgments

Topic

Shareholder agreements

Legal area

Court

28 Mar 2022

LIAO ZHIQIANG AND OTHERS v. CHINA NORTHERN NEWENERGY INVESTMENT LTD AND OTHERS

Citation

[2022] HKCFI 892
Court

Court of First Instance
Case number

HCA1246/2018

The Court held the January 2017 settlement agreement is valid and enforceable and should be specifically performed; the August 2011 Core SHA existed; the chairman’s decision at the 2nd GM to disallow votes and the appointment of Fan and Yang were invalid; the forfeiture resolutions were invalid; plaintiffs paid the capital stated in the SA; plaintiffs failed to prove misappropriation of RMB1.5m.
5 Nov 2019

ELLIOTT INTERNATIONAL, L P AND OTHERS v. THE BANK OF EAST ASIA, LTD AND OTHERS

Citation

[2019] HKCFI 2744
Court

Court of First Instance
Case number

HCMP1812/2016

Harris J held that expert evidence was necessary because the court requires specialist evidence to understand how a listed bank would address capital enhancement, the rationale and terms of the subscriptions and bilateral undertakings, and their likely impact on BEA's share price and takeover prospects; accordingly leave was granted to the parties to adduce expert evidence limited to specified questions and subject to strict procedural conditions.
26 May 2016

FOO TSING also known as NELSON FOO v. ROEDERS GESCHAEFTSFUEHRUNGS GMBH also known as RӦDERS GESCHӒFTSFÜHRUNGS GMBH AND ANOTHER

Citation

FOO TSING also known as NELSON FOO v. ROEDERS GESCHAEFTSFUEHRUNGS GMBH also known as RӦDERS GESCHӒFTSFÜHRUNGS GMBH AND ANOTHER
Court

Court of First Instance
Case number

HCCW68/2016

Petitioner failed to prove a clear enforceable agreement (such as a written prohibition) restraining the majority’s statutory right to remove directors; absent such evidence equitable relief in the form of an injunction or refusal to allow removal was not justified, so the application must be dismissed.
9 Mar 2011

LEE, NG LOUISE v. SILVER BELL UNIFORM LTD AND ANOTHER

Citation

LEE, NG LOUISE v. SILVER BELL UNIFORM LTD AND ANOTHER
Court

Court of First Instance
Case number

HCCW478/2008

The court accepted the petitioner's evidence that an agreement was reached at incorporation that a departing shareholder's shares would be purchased by the remaining shareholder; alternatively, the company's operation and mutual trust between the parties gave rise to equitable considerations making it unjust to require the petitioner to remain dealing with the Shen family's nominee; accordingly the petitioner was entitled to relief in the form of a buy‑out and the court directed the parties to submit terms for the order.
8 Nov 1999

YUK WAH HO DAVID v. GAO JIAREN AND ANOTHER

Citation

YUK WAH HO DAVID v. GAO JIAREN AND ANOTHER
Court

Court of Appeal
Case number

CACV164/1999

The Court held the written resolution signed by the majority shareholder was valid under Miracle's Articles and, crucially, Article 18(d) of the Joint Venture Agreement cannot validly prevent Miracle (as a contributory) from presenting a compulsory winding-up petition because to do so would impermissibly fetter a statutory right; accordingly the petition was valid and the appeals were dismissed.

Hong Kong Case Law

LIAO ZHIQIANG AND OTHERS v. CHINA NORTHERN NEWENERGY INVESTMENT LTD AND OTHERS

ELLIOTT INTERNATIONAL, L P AND OTHERS v. THE BANK OF EAST ASIA, LTD AND OTHERS

FOO TSING also known as NELSON FOO v. ROEDERS GESCHAEFTSFUEHRUNGS GMBH also known as RӦDERS GESCHӒFTSFÜHRUNGS GMBH AND ANOTHER

LEE, NG LOUISE v. SILVER BELL UNIFORM LTD AND ANOTHER

YUK WAH HO DAVID v. GAO JIAREN AND ANOTHER