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Offshore Litigation Blog

Newspaper rolled up as a megaphone

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Unfair family fights? Legitimate expectation and proper purpose in family businesses
In the recent judgment of Ma v Wong [2002] UKPC 14 the Privy Council unanimously dismisses the appeal against the dismissal of the unfair prejudice claim under s184I of the BVI Business Companies Act 2004, alleging breach of equitable constraints on the majority shareholders in relation to the conversion of preference shares into ordinary voting shares, changing the balance of power in the Third Respondent BVI-company (STIC), and breach of directors’ fiduciary duty in the exercise of power for an improper purpose.
Missed understanding: BVI Court holds directors in breach of their duty to act for a proper purpose
On 17 January 2022, the BVI Commercial Court handed down judgment in Green Elite (In liquidation) v Fang Ankong et al, in which a claim for breach of directors’ duties was brought by the liquidators of Green Elite against the former directors of that company. The Court held that the directors breached the requirement under section 121 of the BVI BCA to carry out their duties for a proper purpose with the result that they were liable in restitution for certain sale proceeds received by them.
Take 10 season three, episode nine – Never back down in the face of adversity
In our ninth episode of this season’s Take 10 podcast, Asia Managing Partner Ian Mann interviews Victor Joffe QC about his extensive legal career including his aspirations as a law student, his role models, how he overcame challenges and lessons learned, as well as helpful advice to younger generations of legal practitioners.
BVI Court has the power
In the recent decision of the BVI Commercial Court in Hydro Energy v Zhaoheng, the Court continued the appointment of provisional liquidators and refused to stay the underlying application to wind up a BVI company on just and equitable grounds, notwithstanding that the applicant had already commenced arbitration proceedings in Hong Kong pursuant to which interim relief had already been granted.
Court of Appeal confirms that only fees incurred by BVI enrolled legal practitioners are recoverable
In Yao Juan v Kwok Kin Kwok and Crown Treasure Group Limited, the Court of Appeal handed down another seminal decision on costs’ recovery agreeing with the Appellant that costs incurred by lawyers not admitted to practice in the BVI are not recoverable.
Baby, baby, baby, you're out of time
In the recent case of Sumitomo Mitsuitrust (UK) Ltd v Spectrum Galaxy Ltd BVIHC (COM) 2018/0172, Justice Jack considered the question as to whether an alleged breach of contract claim that fell outside the limitation period could nevertheless be relied upon in a BVI unfair prejudice claim. An earlier blog concerning amending pleadings at a late stage arose from the same set of proceedings.
BVI Commercial Court: NY shareholder activist wins private placement attack
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.
Trial is not a dress rehearsal. It is the first and last night of the show
In Ming Siu Hung v J F Ming Inc., the Privy Council allowed an appeal from the Court of Appeal of the Eastern Caribbean Supreme Court, and upheld the decision of the BVI trial judge which had found unfair prejudice in the conduct of the affairs of the BVI company by the majority shareholder (and which resulted in a buy-out order).
Harneys litigation podcast “Take 10” Season two – Episode five: Just and equitable winding up
In the fifth episode of this season’s Offshore Litigation Take 10 podcast, guest speaker Victor Joffe QC of Temple Chambers joins Ian Mann to discuss Chu v Lau [2020] UKPC 24, a case that considers the test for winding up a company on the just and equitable ground, with particular reference to deadlock.
Lord Millett’s supermarket trolley - derivative action or unfair prejudice petition?
A judgment of the English High Court released last week and dealing with the important interrelation between derivative actions and unfair prejudice petitions will be of keen interest to onshore and offshore practitioners alike.
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