Key Takeaways
In the recent British Virgin Islands ("BVI") appeal of
Fang v Green Elite ("Green Elite"), the Privy Council
reaffirmed the principle in Duomatic1. The
Privy Council restated that shareholder consent must be unanimous
and, if not passed by way of formal resolution, the extent of the
consent must be certain and give specific consent for a company to
enter a particular transaction. The Board held that a general
purpose or intent to enter a transaction is not sufficient.
Background Facts
The matter involved a joint venture between Mr. Fang, Mr. Ooijen
and Mr. Leeuw (the "Principals"). The Principals decided
to float the business on the Hong Kong Stock Exchange and
incorporated a company in the Cayman Islands to serve as the
vehicle for the floatation ("CT"). The shares in CT were
issued in equal numbers between two companies owned by the
Principals, Delco Participation BV ("Delco") and HWH
Holdings Ltd ("HWH"). As part of the floatation a
