plaintiff:
- HKSAR
defendant:
- MAK KWONG YIU (麥光耀) (D1)
- CHAN LAI YEE (陳麗兒) (D2)
- WONG SHUK ON (黃淑安) (D3)
- LEE YICK MING (李易明) (D4)
jurisdiction_code: HKCFA
jurisdiction_name: Court of Final Appeal of the Hong Kong Special Administrative Region
case_location:
- 香港特別行政區
- Hong Kong Special Administrative Region
case_reason: >-
  Appellant HKSAR appeals against the acquittal of four respondents regarding conspiracy to defraud charges
  involving the concealment of connected transactions from a listed company.
case_object:
- criminal conviction
- disclosure of connected transactions
- fiduciary duties of directors
judgment_result:
- charge: Conspiracy to defraud (Charges 1 and 3) regarding the concealment of connected transactions
    (liability issue)
  result: Appeal allowed and convictions restored. The Court of Final Appeal held that the defendants
    dishonestly agreed to use an intermediary (Gransing) as a front to conceal that a connected person
    (CISL) was the actual placing agent. This concealment avoided scrutiny by independent directors and
    the Stock Exchange under the Listing Rules.
- charge: Determination of whether the interposition of an agent constitutes a 'sham' under the Snook
    test (liability issue)
  result: Appeal allowed. The Court ruled that the Court of Appeal erred in applying the Snook 'sham'
    test; the prosecution only needed to prove that the arrangement was a device to conceal a conflict
    of interest and a connected transaction, regardless of whether the underlying legal documents were
    technically shams.
judgment_summary: >-
  The HKSAR appealed the acquittal of four respondents accused of conspiracy to defraud by concealing
  connected transactions from a listed company. The core issue was whether using an intermediary to hide
  a conflict of interest required proving the arrangement was a 'sham'. The Court of Final Appeal ruled
  the lower court erred by applying the 'Snook' sham test; prosecution only needed to prove dishonest
  concealment. The appeal was allowed and convictions were restored.
involved_entities:
- entity_name: Mr Justice Ribeiro PJ
  reason: Presiding judge in the Court of Final Appeal for this case, responsible for adjudication.
- entity_name: Mr Justice Fok PJ
  reason: Presiding judge in the Court of Final Appeal for this case, responsible for adjudication.
- entity_name: Mr Justice Lam PJ
  reason: Presiding judge in the Court of Final Appeal for this case, provided a concurring judgment articulating
    alternative legal routes for the appeal.
- entity_name: Mr Justice Stock NPJ
  reason: Presiding judge in the Court of Final Appeal for this case, provided a concurring judgment.
- entity_name: Sir William Young NPJ
  reason: Presiding judge in the Court of Final Appeal for this case, authored the primary judgment.
- entity_name: HKSAR
  reason: The Appellant in this criminal appeal representing the prosecution.
- entity_name: MAK KWONG YIU (麥光耀)
  reason: The 1st Respondent (D1) in this appeal.
- entity_name: CHAN LAI YEE (陳麗兒)
  reason: The 2nd Respondent (D2) in this appeal.
- entity_name: WONG SHUK ON (黃淑安)
  reason: The 3rd Respondent (D3) in this appeal.
- entity_name: LEE YICK MING (李易明)
  reason: The 4th Respondent (D4) in this appeal.
- entity_name: CISL
  reason: A company involved in the alleged conspiracy as the actual placing agent and identified as a
    connected person to CFHL.
- entity_name: Gransing
  reason: A company alleged to have acted as a front or disguise for CISL in the placing agreements.
- entity_name: CFHL
  reason: The company involved in the placing agreements and connected transaction scrutiny.
- entity_name: Quincy Wong
  reason: Individual mentioned as having an indirect interest in CISL, forming the basis of the connected
    transaction.
- entity_name: Stock Exchange
  reason: The regulatory body responsible for the regime governing connected transactions and scrutiny
    of potential conflicts.
- entity_name: Diplock LJ
  reason: Served as a judge in Snook v London and West Riding Investments Ltd, articulated the legal test
    for 'sham' transactions cited in paragraph 10.
- entity_name: Privy Council
  reason: The judicial body that delivered the judgment in Adams v The Queen, cited in paragraph 13 regarding
    concealment of director's breach of duties.
