Hera Investment Ltd & Others v Athena Holding Limited & Others [2025] ADGMCFI 0028
On 12 November, Justice Hayne AC granted an interim injunction against a company (Athena Holding) and one of its shareholders on the application of four other shareholders who had brought a claim in the ADGM relating to an Extraordinary General Meeting of that company.
The applicants complained that the votes of one of them had been wrongly excluded by the Chairman of the EGM on the basis of a purported requirement that any proxy of a corporate member of the company had to be signed by a shareholder or shareholders, accompanied by a shareholder resolution approving its proxy.
In his judgment, Justice Hayne AC concluded that “it is at least arguable that it is not for the company whose shareholders are meeting to determine what internal steps a shareholder must take to appoint a proxy to attend a meeting of shareholders. It is at least arguable, indeed I would say strongly arguable, that those are matters solely for the internal governance of the member and are not matters which fall within the power to specify a form in which a proxy is submitted. The manner of appointment of a proxy is, in my opinion, strongly arguable to be more than a mere matter of form; it is a matter of substance.”
The applicants also submitted that one of the respondents (and two others) were conflicted and their votes ought not to have been counted at the EGM. The respondents defended that allegation with evidence that no objection had been made at the time about the alleged conflict.
Justice Hayne AC said “In my view, that may be accurate as a matter of fact, but it is, I think strongly arguably, not to the point. The Articles operate according to their terms and mere silence is not to be treated as the equivalent of prior written consent of all shareholders which is what the relevant Article requires.”
The injunction was later continued upon the applicants evidencing means of supporting their cross-undertaking in damages. The case continues.
To view the judgment please click here.
Steven Thompson KC and Tom Stewart Coats appeared for the applicants instructed by Trowers & Hamlins (Dubai office). Charles Strachan assisted in the case preparation.
