Consequences Of Keeping Minority Shareholders Out In The Cold

The case of Tempo Group Limited & Ors v Fortuna Development Corporation & Ors¹  centred on a dispute between the three principal owners of Fortuna Development Corporation ("Fortuna"), a Cayman Islands incorporated holding company.  The main issues in question were whether the three owners had agreed that one of them, Dr Chen, was to be guaranteed a seat on the board of directors and whether his subsequent removal from the board at the extraordinary general meeting ("EGM") was valid.  On the first point, the Court found that there was no agreement which entitled Dr Chen to a position on the board.  However, Dr Chen was re-instated to the board because the EGM at which he was removed was found to be a nullity.