The Effect Of Non-Disclosure In Unfair Prejudice Claims

A successful party to a buy-out order made in the course of unfair prejudice proceedings can find themselves in a difficult position, at the hands of an uncooperative respondent. Commonly, the Court will try liability and quantum issues separately in such claims in the British Virgin Islands.

If the applicant shareholder succeeds in obtaining an order that their shareholding be bought out, the respondent majority controllers of the company may have little incentive to give proper disclosure of the financial position of the company, sufficient to enable the Court to fix the appropriate price which the majority are required to pay.

Such was the fact pattern in Ng Min Hing v Soemarlie Lie (JCPC 2023/0118, decided 10 April 2024). Before the Board was an application by the Defendant, Mr. Ng for permission to appeal an unless order made against him by the BVI Commercial Court in November 2022. The unless order was made in the face of Mr. Ng's refusal to provide any