1Globe Capital LLC (Appellant) v Sinovac Biotech Ltd (Respondent) (Antigua and Barbuda)
Case ID: JCPC 2022/0041
Jurisdiction: Court of Appeal of the Eastern Caribbean Supreme Court (Antigua & Barbuda)
Case summary
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:
- whether the incumbent board was validly removed and new board validly elected by shareholder votes at an AGM held on 6 February 2018; and
- 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.
Parties
Appellant
1Globe Capital LLC
Respondent
Sinovac Biotech Ltd
Appeal
Justices
Lord Hodge, Lord Briggs, Lord Sales, Lord Burrows, Lord Richards
Hearing start date
10 July 2024
Hearing finish date
11 July 2024