Offshore Litigation Blog

In Re Fang Holdings Limited the Grand Court (Justice David Doyle) confirmed that a company cannot simply assert a right to participate in winding up proceedings brought by shareholders on just and equitable grounds. Without evidence of independent governance and a genuine separate and independent interest, the company was restricted to giving discovery alone.

In the recent Hong Kong case of Chen Ming v Chen Jiagan, the Court dismissed a director’s claim that a resolution of the board removing him as chairman of a Company was in breach of the Company’s articles. This decision confirms the well-established principle that a director is not a party to the articles of a company and has no locus to complain about its breach.

On 21 August 2024, the High Court of Hong Kong, Court of First Instance delivered its decision in the latest proceedings concerning Convoy Global Holdings Limited and its indirectly wholly owned subsidiary, Forthwise International Limited incorporated in the BVI.

In the recent decision of Pagden and anor v Soho Square Capital LLP and ors [2020] EWHC 944 (Ch), the High Court of England and Wales considered the scope of its power to interfere with the votes cast by shareholders in a general meeting.

In the recent decision of IsZo Capital LP v Nam Tai Property Inc, Justice Jack of the BVI Commercial Court held that a private placement was made for an improper purpose; principally to defeat a validly issued requisition for a shareholders’ meeting. The Court held that the placement was void, and ordered re-institution of the shares to their pre-placement value.

Petitions filed under Section 238 of the Cayman Islands Companies Act are ultimately concerned with one thing: the fair value of shares held by shareholders who have dissented from a merger or consolidation and therefore rejected the price offered to them for their shares. The company subject to the merger contends for a lower valuation; the dissenting shareholder contends for a higher valuation; expert valuation evidence is adduced; the Court, with the assistance of the experts, arrives at a fair value figure.

In a recent case by the Hong Kong High Court in the matter of Li Yiqing v. Lamtex Holdings Ltd, Mr Justice Harris wound-up a foreign Bermudian company, listed on the HKEX, that had already been placed into “light touch” provisional liquidation in Bermuda, and adjourned the decision to recognise the provisional liquidators.

On 15 March 2021 the Commercial Court of the British Virgin Islands granted an injunction to adjourn an EGM called to consider the privatisation of NASDAQ listed BVI company, Newater Technology Inc, on the application of a shareholder.

The Delaware Supreme Court has delivered the latest of a series of recent appraisal decisions concerning the determination of fair value under 8 Del. C. § 262(a): Brigade Leveraged Capital Structures Fund and Brigade Distressed Value Master Fund Ltd v Stillwater Mining Co.

The Cayman Court has delivered judgment in Trina Solar Limited. This is likely to be the first case under section 238 of the Companies Law in which fair value is determined to be below the merger price. This is a significant win for Trina and will have a big impact on future s238 cases.

In an interesting development to the Nord Anglia litigation, the next appraisal case to be heard by the Grand Court of the Cayman Islands, Justice Kawaley was asked to rule on subpoenas issued by a group of dissenting shareholders.

In the recent decision of China Solar Energy Holdings Limited [2018] HKCFI 555, Mr. Justice Harris dismissed a winding-up application and attempts to discharge the Company’s provisional liquidators, holding that provisional liquidations appointed in Hong Kong for the purposes of preserving the Company’s assets, may also be granted powers to explore and facilitate the restructuring of the Company’s debts and liabilities.