1-Mar-11
START DATE
END DATE
13-Apr-11
NG PUI LUNG v CY FOUNDATION GROUP LIMITED and LUCK CONTINENT LIMITED
COURT:
LAW:
JUDGE(S):
CLAIMANT'S LAWYER:
DEFENDANT'S LAWYER:
The Supreme Court of Bermuda Commercial Court
CIVIL JURISDICTION
Kawaley J
Mr. Victor Lyon Q.C. (Attride-Stirling & Woloniecki) for Luck Continent Ltd.
Mr. Cameron Hill (Sedgwick Chudleigh) for CY Foundation Group Ltd.
FACTS OF THE CASE:
The Plaintiff, an independent director of CY Foundation Group Ltd., filed proceedings to challenge the company?s decision to delay its 2010 Annual General Meeting (AGM). The 2nd Defendant, Luck Continent Ltd., argued that the delay was a bad-faith tactic by the Cheng faction to prevent them from voting out certain directors. The Court ordered the company to proceed with the AGM. However, at the AGM, the company refused to count Luck Continent?s votes, effectively disregarding the court?s previous order. Luck Continent applied for judicial relief to enforce its voting rights.
SUMMARY:
(1) Did the company unlawfully delay the AGM to maintain control? (2) Was the exclusion of Luck Continent?s votes lawful? (3) Did Bermuda law or Hong Kong regulatory law govern voting rights?
OUTCOMES:
Court ruled in favor of Luck Continent; votes were counted, and resolutions were upheld. CY Foundation?s conduct criticized.
RULED IN FAVOUR OF:
Luck Continent Ltd. (Defendant)
PLAINTIFF/CLAIMANT
DEFENDANT:
DURATION (DAYS):
ISSUES:
RELEVANCE:
RULING:
RULING TYPE:
CASES CITED:
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NG PUI LUNG v CY FOUNDATION GROUP LIMITED and LUCK CONTINENT LIMITED
The Plaintiff, an independent director of CY Foundation Group Ltd., filed proceedings to challenge the company?s decision to delay its 2010 Annual General Meeting (AGM). The 2nd Defendant, Luck Continent Ltd., argued that the delay was a bad-faith tactic by the Cheng faction to prevent them from voting out certain directors. The Court ordered the company to proceed with the AGM. However, at the AGM, the company refused to count Luck Continent?s votes, effectively disregarding the court?s previous order. Luck Continent applied for judicial relief to enforce its voting rights.