 [2026] HKCFI 6035, Linda Chan J gave consequential directions to implement her earlier order ([2026] HKCFI 2696) requiring the majority shareholder to buy out a minority stake at fair value. The decision addresses three issues of practical importance: when quasi-interest on the buyout price should be awarded, who bears the burden of justifying the valuation date, and the need to plead the limits of the prejudice at the liability stage.

The judgment is most significant on “quasi-interest”. The Court awarded it at 1% over prime from the valuation date, which was the date the prejudicial conduct began. Noting the tension between Le Pichon J’s decision in 

, the Court based the award here on fairness: the minority had been excluded and had received no dividends or information, while the majority kept the use of its capital. The Court also declined to follow the English decision of 

 insofar as it requires proof of causation, which it considered contrary to established authority. It further observed that awarding interest helps achieve a clean break between the parties. That makes it harder for the petitioner to bring a later unfair prejudice claim as a past member.

On the valuation date, the Court held that once unfair prejudice is established, fairness prima facie points to the date the conduct began, rather than the date of the buy-out order. It is then for the purchasing shareholder to show why a later date would be fair.

The majority argued that the prejudice was limited and easy to quantify. That was rejected because it had not been pleaded or proved at trial: the valuation stage is not the place to reopen liability. The Court also refused to adjust the value for a later paralysis of the company’s key subsidiary, which the majority attributed to the petitioner’s nominee. The paralysis came after the valuation date, and the majority had chosen to pursue that loss in separate Mainland proceedings.

, instructed by Anthony Siu & Co, appeared for the Petitioner.

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