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A Practical Guide to Resolving Shareholder Disputes, 2nd Edition

A Practical Guide to Resolving Shareholder Disputes, 2nd Edition

  • 作者:
  • 出版商: LexisNexis Hong Kong
  • ISBN: 9789888813810
  • 出版时间 September 2023
  • 规格: Paperback
  • 适应领域: Hong Kong ? 免责申明:
    Countri(es) stated herein are used as reference only

List Price: ¥1,746.00

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  • 描述 
  • 大纲 
  • 作者 
  • 详细

    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. 

     

    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

  • Ludwig Ng

    Ludwig’s major area of practice is insolvency and corporate restructuring. Under his leadership, the firm has a thriving practice advising and representing insolvency practitioners in Hong Kong and overseas in all aspects of their practice, particularly on investigation of corporate fraud, assets tracing and recovery, actions against former company officers, cross-border insolvency and corporate restructuring. The firm also represents banks, financial institutions and substantial creditors in protecting their rights in the insolvency of their customers. Apart from insolvency, Ludwig is also experienced in the whole spectrum of civil and criminal matters, particularly shareholder disputes, corporate fraud, media law and intellectual properties.

    Outside the firm, Ludwig is an examiner of the Overseas Lawyers Qualification Examinations. Ludwig is one of the few solicitors in Hong Kong awarded the Higher Rights of Audience, which entitles him to appear as an advocate in all courts up to the Court of Final Appeal. Ludwig is selected by AsiaLaw Profiles and Chambers and Partners as a leading lawyer in the fields of Dispute Resolution and Restructuring & Insolvency.

     

    Pearlie Koh

    Associate Professor Pearlie Koh presently teaches at the Yong Pung How School of Law, Singapore Management University, where she helms the Corporate Law course. Her main area of research interest is in company law, although she has also written in contract law. Her publications include articles published in both local and international peer-reviewed journals, as well as the book, Company Law published by LexisNexis, which is into the 3rd edition. She has also contributed chapters to a number of books, including Corporate Law and The Law of Contract in Singapore published by Academy Publishing.urt.

     

    Sherman Yan

    Sherman frequently acts for listed companies, the shareholders, directors and securities investors in dealing with inquiries and investigations by regulatory bodies such as the Hong Kong Monetary Authority, the Hong Kong Exchanges and Clearing Limited, and the Securities and Futures Commission of Hong Kong. Besides, Sherman is a member of the Civil Litigation Committee of the Law Society of Hong Kong with extensive experience in handling and reviewing new laws and regulations relating to litigation. Sherman is also an arbitrator of the South China International Economic and Trade Arbitration Commission (Shenzhen Court of International Arbitration) (SCIA) and is eligible to act for clients in arbitrations concerning disputes relating to international trade.

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