Shareholder Rights and Remedies in Hong Kong, 2nd Edition

This book seeks to provide a practice-oriented and detailed treatment of the law and procedure of shareholders’ rights and remedies from a Hong Kong law perspective. It contains detailed coverage of the most recent legislative reforms of shareholders’ remedies in Hong Kong.

The first edition of this book is the first practitioner’s text on the law of shareholders’ rights and remedies in Hong Kong. This second edition has been fully revised and updated to include new developments and important case law in this area.

What's new in this edition:

Chapter 3 on the statutory derivative action is fully revised to consider recent case law reflecting current judicial approach to interpreting the leave hurdles which a shareholder must overcome to sue derivatively on behalf of his company.

Chapters 4 and 5 offer a new and refreshing analysis of the significant case law on the twin statutory minority remedies of unfair prejudice and just and equitable winding-up, which have remained to be the most important formidable weapons to protect minority shareholders.

Chapter 8 is an entirely new one on inspection rights, featuring the operation of a powerful discovery device for shareholders seeking inspection of company documents in good faith and for ‘proper purpose’.

Chapter 9 has been extensively revised to reflect the authoritative restatement of the law on the rule against reflective loss for ‘overlapping’ loss claims in Marex Financial Ltd v Sevilleja [2020] UKSC 31, where the UK Supreme Court has a relentless retreat from the rule’s uncontrolled expansion by carefully confining it to shareholders’ claims, dispelling the myth that it would bar those of creditors.

Developments of paramount importance on the practice and procedure of unfair prejudice petitions and just and equitable winding-up petitions have been covered in Chapters 10 and 11. Learned decisions of the courts in Hong Kong, including those decided in recent years, are analysed to highlight and explore the key issues that are frequently litigated.

In light of the material relevance of sections 212 and 214 of the Securities and Futures Ordinance (Cap 571) to shareholders of public companies, a new Chapter 12 is dedicated to analyse the regime, so as to enable shareholders and practitioners alike to appreciate this alternative avenue of law enforcement, and the type of reporting and/or cooperation which shareholders may provide to the Securities and Futures Commission to facilitate the pursuit of remedies or protection of shareholders’ rights and interests.