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.
