TAKING control of a company through a court writ, as Semi-Tech (Global) Co has been trying to over Tomei International (Holdings), is difficult but legally possible, a lawyer says. It has been alleged that Tomei chairman Johnny Lau Wing-hung breached 'the fiduciary duties of a director' by not reappointing Semi-Tech chairman James Ting onto the Tomei board. The writ said there was a part oral and written agreement when Semi-Tech bought a 25 per cent stake in Tomei in April 1990 that the purchase of shares was on condition that a Semi-Tech official sit on the Tomei board. Mr Ting was supposed to have made an 'expressed oral' agreement to resign at the annual general meeting in May this year before being reappointed. The reappointment never happened. A legal professional said it would be quite difficult for Semi-Tech to prove that the agreement, if there was any, involved Mr Lau in his capacity as a company director or shareholder. The fact that the decision not to reappoint Mr Ting was a decision of the shareholders at the annual general meeting did not seem to lend the claim any added weight either, the lawyer said. If the agreement was conducted by Mr Lau in his individual capacity, then it would not be a responsibility of the company. The claim to stop the company from proceeding with a rights issue would become ineffective. The writ further alleged that 'the rights issue was for an improper purpose'. It said the rights issue was promoted and decided by Mr Lau in breach of his fiduciary duties as director and chairman of Tomei, resulting in prejudice to Tomei shareholders. 'The above constitutes a fraud on the minority,' the writ said. According to Section 168A of the Companies Ordinance, a shareholder can initiate action to stop a company from continuing an exercise which is not for the benefit of the minority. In carrying out the rights issue, Mr Lau has made it clear that he would subscribe to excess rights shares which would raise his stake in Tomei to not less than 30 per cent. So Semi-Tech might have more scope at this point to prove that the rights issue was for a minority interest. The lawyer stressed that the case would be more complex than it appeared and the court decision could be expected to set a precedent. Tomei nil-paid rights shares finished their last trading day yesterday at 23 cents, a rise of six cents or 35.3 per cent on the day. On Thursday, the counter plunged 11 cents or 39.28 per cent when news of the writ reached the market. Semi-Tech holds 24 per cent of Tomei shares through Japanese-based subsidiary Sansui Electric. Mr Lau and his associates control 14.78 per cent of Tomei shares.