Speaker(s)

• Mr Michael Snape, Partner, Ogier
• Mr Justin Davis, Partner, Ogier
• Ms Maria On, Managing Associate, Ogier
• Mr Terry Kan ACG HKACG, Partner, Specialist Advisory Services, ShineWing (Chair)

Description

Disputes typically arise where there are allegations of mismanagement, lack of transparency or abuse of power by controlling shareholders exercising influence over the board of directors, but can also involve "fair value" dissents to mergers and, increasingly in the current economic climate, arguments about the validity of attempted share redemptions.

A result of offshore holding structures for businesses with Mainland PRC and Hong Kong operations is that shareholder disputes will often be initiated in the courts of the Cayman Islands and/or the British Virgin Islands. 

This seminar will provide an introduction to shareholder disputes, share practical examples illustrating how these disputes typically play out, and examine the key differences in the law between Cayman and BVI in this area.

Outline:

Introduction to shareholder disputes: Common causes

• Breakdown in relationships
• Corporate governance issues

The company perspective: mitigating the risk of a dispute 

• Potential disputes at different levels of the corporate structure
• Offshore constitutional documents and onshore shareholder agreements
• Statutory guidance for managing companies: Cayman vs BVI
• Handling contentious general meetings and avoiding common pitfalls
• Nominee directors and managing conflicts of interest

Impact of shareholder disputes on the company's business

• Injunctions: Cayman and BVI case examples
• Void and voidable transactions
• Adverse publicity  

Anatomy of a BVI shareholder dispute: unfair prejudice case example

• Grounds and the effect of "quasi-partnerships"
• Available final and interim remedies

Anatomy of a Cayman shareholder dispute: just and equitable winding up case examples

• Impact of Hong Kong/PRC arbitration agreements on offshore claims
• Personal vs derivative claims: is the company the plaintiff or the defendant?
• Striking out shareholder claims
• Available final and interim remedies

Topical issues

• Share redemption and "legally available" funds: case example 
• Cayman section 238 "fair value" proceedings: the latest trial decision

(Recorded in July 2023)

Level: Intermediate

Speakers' and chair's bio:
Mr Michael Snape
Mr Justin Davis
Ms Maria On
Mr Terry Kan