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ONC Corporate Disputes and Insolvency Quarterly

In this issue, we have highlighted:

·        4 Corporate Insolvency Cases

·        3 Cross-border Insolvency Cases

·        2 Restructuring Cases


·        5 Corporate Disputes Cases

·        6 Bankruptcy Cases



Corporate Insolvency Cases

  1. Where a liquidator adjudicates on the validity or quantum of a debt claimed by a creditor, the exercise of the Court’s power to control the liquidator’s power is not circumscribed, as the liquidator is exercising a quasi-judicial function

MWA Capital Pte Ltd v Ivy Lee Realty Pte Ltd (in liquidation) [2017] SGHC 216

  1. In order to resist an application for security for costs, the liquidators must provide the court with reasonably detailed information as to their resources, and show not only that the company is unable to meet any order for security from its own resources, but also that he is unable to raise the funds from other resources. Impecuniosity alone would not suffice

Wing Hong Construction Ltd (in compulsory liquidation) v Hui Chi Yung and Others HCA 1423/2015

  1. English High Court held a Director’s settlement agreement constitutes a disposition of property and is therefore void under section 127 of the Insolvency Act 1986

Officeserve Technologies Limited (in liquidation) and another v Anthony-Mike [2017] EWHC 1920 (Ch)

  1. A Settlement Agreement having been sanctioned by the Court does not afford liquidators immunity from being subsequently sued for negligence and/or breach of duties

Re Wah Nam Group Limited (In Compulsory Liquidation) HCCW 166/2000

Cross-border Insolvency Cases

  1. Connection of a foreign company with Hong Kong once established remains even after the matters giving rise to that original connection have ceased to exist

Penta Investment Advisers Ltd Allied Weli Development Ltd (formerly known as Hennabun Capital Group Ltd) CACV 58/2016

  1. Hong Kong Court moderates core requirements for winding up foreign companies when the situation calls for it

Shandong Chenming Paper Holdings Ltd v Arjowiggins HKK 2 Ltd HCMP 3060/2016

  1. English Court held in winding up foreign companies in the public interest, the court need only be satisfied that the company against which the petition has been presented has a real or sufficient connection with England

Re Diffraction Diamonds DMCC [2017] EWHC 1368 (Ch)

Restructuring Cases

  1. The Grand Court of Cayman Islands held in considering whether it is appropriate to convene one or more meetings of creditors for the purpose of voting on a scheme of arrangement, the test to be applied is as to rights against the scheme company, not as against the other companies in the same group

Re Ocean Rig UDW Inc (in provisional liquidation)

  1. Singapore Court of Appeal set side an order sanctioning Schemes of Arrangement after finding that some debts due from the Scheme Companies have been assigned through an artificial debt-splitting exercise designed to circumvent the headcount test

SK Engineering & Construction Co Ltd v Conchubar Aromatics Ltd and another appeal [2017] SGCA 51

Corporate Disputes Cases

  1. Applicant granted leave to issue a statutory derivative action without determining the originating summons where the claims will shortly become time-barred. But the applicant has to give an undertaking that he will withdraw the writ which will not be served in the event that the company is successful in its defence

L v X Ltd HCMP 1002/2017

  1. Court made buy-out order against the delinquent directors/shareholders, finding that their conduct falls far short of the standard one would expect from directors and fiduciaries, and thus should not be entrusted with the responsibility of managing the company

Choi Chi Wai v Cheng Ka Shing and Others HCMP 729/2012

  1. A member of a company is not entitled to an absolute right to inspect the register of members of the company. The exercise of such right is subject to a narrow discretion of the court 

Lam Kin Chung v Soka Gakkai International of Hong Kong Ltd HCMP 2685/2016

  1. English High Court held that a policy of not paying dividends to shareholders, despite the relevant company being in a financial position to do so, coupled with excessive remuneration paid to directors, was unfair prejudice

Booth and others v Booth and others [2017] EWHC 457 (Ch)

  1. Shareholder denied inspection of documents of the company, as the Court found it a fishing expedition in search for a cause of action

Wong Sau Man Samuel v Wong Kan Po, Wilson and Others HCMP 2250/2016

Bankruptcy Cases

  1. Costs awarded for application to set aside statutory demand when a statutory demand is served prematurely

Alexandra Dunhill v Hughmans (a firm) [2017] EWHC 2073 (Ch)

  1. A bankrupt cannot be regarded as person “aggrieved by” any act or decision of a trustee in bankruptcy unless he can show that he would be entitled to a surplus if not for the trustee’s act or decision 

Chu Wai Tung v Wong Ka Sek and Another HCB 4839/2016

  1. Taxed costs incurred in the presentation of the petition are to be paid first, as a matter of priority, out of the estate of the Bankrupt, before the payment of proved debts

Healthy Wharf Ltd v The Official Receiver and Trustee of the property of Leung Yat Tung, a bankrupt HCB 2019/2000

  1. The minimum debt threshold is to be considered as at the date of the bankruptcy application and not the date of the bankruptcy order. But the Court may dismiss or stay a bankruptcy application if the remaining debt is a relatively small sum as at the date on which a bankruptcy order is to be made

HSBC Bank (Singapore) Ltd v Shi Yuzhi [2017] SGHC 211

  1. The annulment / setting aside of a bankruptcy order has the effect of automatically restoring the individual who was subject to the order to his original position, unless the parties contractually agree to depart from that proposition

TYC Investment Pte Ltd v Chan Siew Lee Jannie and another [2017] SGHC 202

  1. English High Court confirms that a Bankrupt retains legal professional privilege in documents which form part of his estate and the trustee in bankruptcy has no right to waive the privilege

Leeds and another v Lemos and others [2017] EWHC 1825 (Ch)