Fang v Green Elite Ltd [2025] UKPC 47

The Privy Council has handed down judgment in the Fang v Green Elite Ltd [2025] UKPC 47 in which John Machell KC (instructed by Peter Ferrer, Christopher Pease and Robert Maxwell Marsh of Harneys) successfully resisted the appeal.

The appeal concerned the shareholder Duomatic principle. The Privy Council confirmed the principle from Re George Newman Ltd [1895] 1 Ch 674 that directors have no right to be paid for their services, and cannot pay themselves or each other, or make presents to themselves out of the company's assets, unless authorised so to do by the company’s constitution or by the shareholders; and held that, for shareholders to be bound by unanimous informal agreement, it is not necessary for the features of a binding contract to be present, but they must intend to be bound as if they had passed a formal resolution.

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John Machell KC has a broad commercial chancery practice, with particular experience in large-scale litigation involving trusts, fiduciary/director duties, and fraud, particularly with an international dimension.

John is regarded as one of the leading partnership and LLP silks and has experience of a wide range of both contentious and non-contentious matters across the whole range of business sectors. A large part of his work involves issues arising from the use of partnerships and LLPs in hedge fund and private equity structures; in international commercial group structures; and as part of wealth planning strategies.

A substantial part of John’s practice is offshore, and he has appeared in the courts of Grand Cayman, the British Virgin Islands, and Bermuda on several occasions in recent years.