1Globe Capital LLC (Appellant) v Sinovac Biotech Ltd (Respondent) (Antigua and Barbuda) No 2

Case summary

Case ID

JCPC/2022/0062

Jurisdiction

Antigua and Barbuda

Parties

Appellant(s)

1Globe Capital LLC

Respondent(s)

Sinovac Biotech Ltd

Issue

The validity under Antiguan law of a Rights Agreement adopted on 28 March 2016 by the board of the Respondent company without shareholder approval.

Facts

On 28 March 2016, a Rights Agreement was adopted by the board of the Respondent company, Sinovac Biotech Ltd. ("Sinovac") without shareholder approval. 1Globe Capital LLC ("1Globe") is a shareholder in Sinovac. On 6 February 2018, a vote was taken at the Sinovac AGM which resulted in a majority of shareholders voting against the re-election of the board of the company. The majority then attempted to elect a new slate of directors of their own choosing for the board. 1Globe knew about the plan to oust the board at the AGM and supported the election of new board members. Sinovac maintained that the former board were validly in control of the company. Following the 2018 AGM vote, the (now former) Sinovac board then purported to extend the term of the Rights Agreement, and invoke the provisions of that Agreement to dilute the shareholdings of the shareholders who had voted against their re-election. This would have the effect of negating the shareholder vote against the board's re-election. 1Globe sought a declaration that the Rights Agreement was invalid. The court at first instance dismissed its claim and held the Rights Agreement was valid. This decision was upheld on appeal. 1Globe now appeals to His Majesty in Council.

Date of issue

18 July 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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