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A Practical Guide to Resolving Shareholder Disputes - Second Edition
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Authors: Ludwig Ng; Sherman Yan; Pearlie Koh Shareholder disputes have existed for as long as there have been companies and are becoming an everyday occurrence in the corporate world. “A Practical Guide to Resolving Shareholder Disputes” is intended to serve as a ready reference, a checklist, and a source of practical guidance for business owners, investors, financial advisers, in-house counsel, and legal practitioners who are involved in this area.
Apart from outlining general principles and practice, this is the first book on the subject that provides specific treatments for different kinds of companies, such as private companies, listed companies, family companies, and non-Hong Kong companies. The authors have outlined the procedural and legal considerations for various types of actions, including derivative actions, unfair prejudice petitions, and just and equitable winding up. Interlocutory applications in shareholder disputes and the most recent local decisions are discussed in detail, and extensive references are also made to illustrative cases from other common law jurisdictions, like the UK and Singapore.
This second edition will fill an important gap in the growing range of Hong Kong legal textbooks on shareholder disputes and is essential reading for practitioners, researchers, and students interested or engaged in this area of law. Further, aside from the numerous updates on Hong Kong case law, more references have also been made to Singaporean cases and statutes in this second edition to benefit not only Hong Kong readers but also to make the book more relevant to Singapore and other Commonwealth readers.
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Publication Date: September 2023
Publisher: LexisNexis
A Practical Guide to Resolving Shareholder Disputes - Second Edition includes crucial updates on Hong Kong case law, as follows:
1. China Metal Recycling (Holdings) Ltd. v Chun Chi Wai [2021] HKCFI 378 in which two former directors were found to be in breach of their fiduciary duties to the company by perpetrating a fraudulent scheme and were ordered to pay equitable compensation to China Metal owed by them in the amount of HKD672.9 million;
2. Moulin Global Eyecare Holdings Limited (in liquidation) v Olivia Lee Sin Mei [2019] 3 HKLRD 833, [2019]HKCU 2763, [2019] HKCFI 1715 in which the Defendant was found to be in breach of her duty to exercise care and skill in performing her roles, notwithstanding the prior knowledge of matters and irregularities she had acquired in her capacity as the former non-executive director of Moulin, member of Holdings’ audit committee, and the principal adviser to Holdings, the same of which ought to have caused her serious concern and prompted further enquiry that would have exposed the senior management’s fraud;
3. Ninotre Investment Ltd v Strong Light Investments Ltd [2021] HKCFI 3095 (CFI) in which the court wound up a solvent, listed company upon the shareholders’ unfair prejudice petition given the extent of the misfeasance and loss caused to the company, thereby rendering it difficult to quantify the adverse impact on the same in the value of the company and its shares;
4. Re Sun Light Elastic Ltd [2013] 5 HKLRD 1 where a petitioner sought a buyout order and in the alternative, a winding-up order, the court would only grant a winding-up order rather than a buyout order only if the petitioner was able to point to particular matters that would make a winding-up order the appropriate or only practical relief by setting out in the petition why he had sought in the alternative a winding-up order and the grounds on which he relied; and
5. Shandong Chenming paper Holdings Limited v ARJOWIGGINS HKK 2 Limited [2020] HKCA 670; [2022] HKCFA 11 in which the second core requirement, i.e. whether there is a reasonable possibility that the winding up order would benefit those applying for it, that a party must satisfy before the court has jurisdiction to wind up a foreign company, was discussed in length.
Chapter 1: The Governance Structure of a Company and Derivative Actions
Chapter 2: Directors’ Duties
Chapter 3: Minority Protection
Chapter 4: Interlocutory Application in Shareholder Disputes
Chapter 5: Shareholders’ Agreement and Shareholder Disputes
Chapter 6: Shareholder Disputes in Family Companies
Chapter 7: Shareholder Dipsutes Involving Foreign Companies
Chapter 8: Shareholder Disputes in Listed Companies and Shareholder Activism