Stephen Moverley Smith QC vindicates shareholder rights in Chinese construction giant’s takeover battle

An attempt, by the board of directors of the Cayman parent of one of China’s largest cement companies, to present a winding up petition and appoint provisional liquidators over their own company, contrary to the wishes of the majority shareholders, was thwarted by a challenge to the board’s standing to present a petition without the sanction of a resolution of the shareholders (which self-evidently would not be forthcoming).

Mangatal J, who struck out the petition, was persuaded to depart from the earlier decision of Jones J in Re China Milk (which, although said to represent settled law in the Cayman Islands, she found to be wrong), and revert to the orthodox position, established by the English case of Emmadart, that a resolution was required.

Stephen Moverley Smith QC, instructed jointly by Ogier and Harneys, appeared for the successful majority shareholders.