Mar 2014
BRITISH VIRGIN ISLANDS
COMMERCIAL COURT
SHAREHOLDER REQUESTING MEMBERS MEETING UNDER SECTION 82(2) OF THE BUSINESS COMPANIES ACT, 2004 (“BCA”) – NO BOARD MEETING HELD FOR PURPOSE OF CONVENING MEMBERS MEETING – ONE OF TWO DIRECTORS PURPORTING TO CONVENE MEMBERS MEETING – WHETHER MEMBERS MEETING VALIDLY CONVENED – IN RE STATE OF WYOMING SYNDICATE [1901] 2 CH 432 CONSIDERED AND FOLLOWED – SHAREHOLDER APPLYING IN ALTERNATIVE FOR COURT TO CONVENE MEMBERS MEETING PURSUANT TO SECTION 86(1)(A) AND (B) BCA – SECTION 86(1)(B) CONSIDERED – WHETHER CONDITIONS FOR CONVENING MEETING UNDER SECTION 86(1)(A) MET – IN RE EL SOMBRERO LTD [1958] 1 CH 900 CONSIDERED AND APPLIED – WHETHER FACT THAT PURPOSE OF MEETING WAS TO REMOVE DIRECTOR MEANT THAT SECTION 86(1)(A) OF NO APPLICATION – ROSS -V- TELFON [1997] BCC 945 CONSIDERED
This case concerns a claim by Silver Shadow Company Limited (“Silver Shadow”) for a declaration that a resolution passed by the Second Defendant, Amazing Inc (the “Company”) was effective to remove the First Defendant Winbless Inc (“Winbless”) and Mrs Chang (the First Claimant’s mother), who along with Silver Shadow were members of the Board of the Company, from its board. In the alternative, Silver Shadow sought an order convening a meeting of members of the Company under Section 86(1) of the BCA and an order that Winbless votes its shares at the meeting in accordance with the directions of the first Claimant.