Judicial materials
Selected cases on derivative actions, unfair prejudice, schemes, directors’ duties, attribution, reflective loss, and shareholder governance.
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Court of Appeal, 11 July 1995
A foundational Hong Kong veil-piercing authority distinguishing objectionable evasion of existing legal obligations from lawful structuring that avoids obligations arising in the first place.
[2003] 3 HKLRD 347
High Court decision on a transfer-of-business dispute where the plaintiff argued that successor companies were controlled by the same interests and used to evade liabilities.
[2004] 3 HKLRD 517
Court of Appeal case concerning personal liability after the business and goodwill of a judgment debtor were moved into a new company, leaving the original company unable to pay.
[2007] 4 HKLRD 745
District Court decision useful for analysing attempts to look through common ownership, nominee arguments, undisclosed principal reasoning, and property-holding companies.
[2012] 2 HKLRD 757
Court of Appeal decision relevant to pleading corporate-group liability, service out of jurisdiction, and the limits of treating related companies as a single economic unit.
[2008] HKEC 1498; FACV 15/2007
A leading Hong Kong authority on multiple derivative actions, useful for understanding how shareholder litigation can proceed where wrongs are done down a corporate chain.
(2004) 7 HKCFAR 546
Court of Final Appeal authority on unfair prejudice and the relationship between personal shareholder relief, corporate relief, and winding-up style remedies.
[2009] HKCA 178; [2009] 3 HKC 292
A leading privatization and scheme case on vote manipulation, share splitting, and the court’s role at scheme sanction.
(2016) 19 HKCFAR 144
Court of Final Appeal decision on directors’ no-conflict duty and the relevance of the company’s scope of business when assessing alleged diversion of opportunity.
(2014) 17 HKCFAR 218
A Court of Final Appeal decision on attribution of fraudulent directors’ knowledge to a company, relevant to corporate personality, insolvency, and remedies.
[2022] 25 HKCFAR 1; related CA proceedings
A modern shareholder-remedies dispute illustrating unfair prejudice, buy-out relief, valuation, and appellate control of company litigation.
[2023] HKCA 594
Court of Appeal authority on reflective loss and the boundary between company claims and shareholder claims after recent UK developments.
[2025] HKCFI 1037; [2025] 3 HKC 721
Recent first-instance decision on shareholder requisition tactics and directors’ conduct when minority shareholders attempt to trigger governance mechanisms.
[2024] HKCFI 1568
Recent authority on statutory derivative actions, standing, and the procedural difficulty of multiple derivative litigation involving overseas group companies.
[2025] HKCFI 1270
Companies Court decision sanctioning a Hong Kong scheme as part of a cross-border restructuring, important for debt schemes and the Rule in Gibbs problem.
[2025] HKCFI 1048
Recent listed-company governance decision on directors’ attempts to postpone requisitioned meetings and the proper-purpose limits on board power.
[2025] HKCFI 1110
Decision on the arbitrability of shareholder oppression and loss-of-confidence disputes where the requested relief is connected to winding-up proceedings.
[2025] HKCA 1024
Court of Appeal decision imposing personal costs liability on a director who caused an insolvent company to pursue an unarguable winding-up appeal.