1Globe Capital LLC (Appellant) v Sinovac Biotech Ltd (Respondent) (Antigua and Barbuda)

Case summary

Case ID

JCPC/2022/0041

Jurisdiction

Antigua and Barbuda

Parties

Appellant(s)

1Globe Capital LLC

Respondent(s)

Sinovac Biotech Ltd

Issue

This case concerns the validity under Antiguan law of an AGM vote and a Rights Agreement. In particular, the Privy Council is asked to decide: 1. whether the incumbent board was validly removed and new board validly elected by shareholder votes at an AGM held on 6 February 2018; and 2. whether the Rights Agreement was validly adopted by the Company Board on 28 March 2016 as a matter of Antiguan law.

Facts

The Appellant, 1Globe Capital LLC ("1Globe"), is a principal shareholder in the Respondent company, Sinovac Biotech Ltd. ("Sinovac"). On 6 February 2018, Sinovac held an AGM. One of the three items of business at the AGM was the re-election of the incumbent directors. At the AGM, a shareholder proxy proposed the election of a new slate of directors. A tabulation of the votes cast showed that the new slate had obtained the majority of votes cast, but there was no declaration of the results of the election by the scrutineer, who stated that she needed to confirm the validity of those votes with the Company's Antiguan counsel. Subsequently, Sinovac announced the re-election of the incumbent directors. 1Globe sought a declaration from the Antigua court that the new slate of directors had been duly elected at the AGM and that the incumbent directors were no longer the directors of the company. Sinovac argued, among other things, that a Rights Agreement, which had been adopted by the board on 28 March 2016 without shareholder approval, was triggered to retroactively dilute the shareholdings of shareholders who had voted for the new slate of directors. 1Globe argued, among other things, that the Rights Agreement was not validly adopted under Antiguan law. The court at first instance dismissed 1Globe's claim, and held the Rights Agreement was validly adopted as a matter of Antiguan law. This decision was upheld on appeal. 1Globe now appeals to His Majesty in Council.

Date of issue

19 May 2022

Linked cases

Appeal

Justices

Lord Hodge

Lord Briggs

Lord Sales

Lord Burrows

Lord Richards

Hearing dates

Full hearing

Start date

10 July 2024

End date

11 July 2024

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