July 30 2014
START DATE
END DATE
Augu 27 2014
Gold Seal Holding Limited et al. v. Paladin Limited et al.
COURT:
LAW:
JUDGE(S):
CLAIMANT'S LAWYER:
DEFENDANT'S LAWYER:
The Supreme Court of Bermuda
CIVIL JURISDICTION
IAN R.C. KAWALEY CJ
Jan Woloniecki ASW Law Limited and Kai Musson Cox Hallett Wilkinson Limited
Peter Sanderson Wakefield Quin Limited
FACTS OF THE CASE:
Plaintiffs challenged the validity of a Placing Agreement and Board resolutions that transferred control over Paladin. They alleged failure to convene a special general meeting (SGM) they had requisitioned which led to proceedings in both Bermuda and Hong Kong courts. The Bermuda court was asked to restrain an SGM aimed at altering Paladin's Board composition based on claims related to the control of a shareholder company Five Star under BVI law and a disputed power of attorney
SUMMARY:
Validity of board decisions and compliance with corporate governance standards adequacy of damages as a remedy and jurisdiction for resolving shareholder disputes
OUTCOMES:
Injunction application to prevent the SGM was refused highlighting jurisdictional issues and the lack of a solid basis for the claim
RULED IN FAVOUR OF:
Defendants
PLAINTIFF/CLAIMANT
DEFENDANT:
DURATION (DAYS):
ISSUES:
RELEVANCE:
RULING:
RULING TYPE:
CASES CITED:
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Gold Seal Holding Limited et al. v. Paladin Limited et al.
Plaintiffs challenged the validity of a Placing Agreement and Board resolutions that transferred control over Paladin. They alleged failure to convene a special general meeting (SGM) they had requisitioned which led to proceedings in both Bermuda and Hong Kong courts. The Bermuda court was asked to restrain an SGM aimed at altering Paladin's Board composition based on claims related to the control of a shareholder company Five Star under BVI law and a disputed power of attorney