DLA Piper analysis of landmark case published in Columbia Law School Blue Sky Blog

DLA Piper Corporate partners James Chang and Sidney Burke have contributed an article entitled "Corporate Constitutionalism for Foreign Private Issuers" which was published in the Columbia Law School (CLS) Blue Sky Blog on 2 May 2025.

The article explores a significant UK appellate decision by the Judicial Committee of the Privy Council (JCPC) in the case of 1Globe Capital LLC v. Sinovac Biotech Ltd., which has profound implications for global shareholder rights. The JCPC invalidated Sinovac's "poison pill" rights agreement and the re-election of incumbent directors, installing new directors elected by activist shareholders. This ruling enhances corporate governance standards for foreign private issuers (FPIs) listed in the US but incorporated in offshore jurisdictions like Antigua and Barbuda. The decision underscores that shareholder rights and director duties should be governed by the company's constitution and statutory law, rather than supervening equitable principles.

The CLS Blue Sky Blog is Columbia Law School's blog on corporate governance, financial regulation, restructuring, M&A, white-collar crime and related topics. It is a highly respected publication which aims to provoke discussion and offer clear, concise and useful information to lawyers, academics, journalists, government officials, and others interested in the latest thinking on corporate law.

James Chang is a US qualified corporate lawyer based in Beijing. He is one of few lawyers in Greater China with experience in proxy contests and shareholder activism, and has helped both management and shareholders secure victories in hard fought activist campaigns on multiple occasions.

Sidney Burke has a varied corporate and securities practice focused on mergers, acquisitions, and other complex business transactions, including SPAC IPOs and business combinations. He is also an Office Managing Partner of DLA Piper's New York office.

Read the full article on the CLS Blue Sky Blog here.