Thomson Reuters

Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32): Commentary and Annotations 2020

2020-12-27A. Da Roza

Definitive work on the operation of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Essential text for anyone involved in corporate insolvency
Introductions to the Subsidiary Legislation unique to this product – Subsidiary Legislation contains important provisions, particularly in respect of winding up
Examines recent case law on petitions for winding up where the contract contains an arbitration clause that covers disputes relating to debt - Re Southwest Pacific Bauxite (HK) Ltd [2018] 2 HKLRD 449 and But Ka Chon v Interactive Brokers LLC [2019] 4 HKLRD 85
Companion volume to Companies Ordinance (Cap.622): Commentary & Annotations 2019

Format

Book & eBook

Price

(starting at)

HKD 1,800.00

Investor Protection in Capital Markets - the Case of Hong Kong

2015-8-30Shen W.

Investor Protection in Capital Markets – The Case of Hong Kong focuses on the regulatory protections available to public investors who have decided to invest their money and trust in Hong Kong listed companies. This book investigates and expands upon the procedures, regulations, and enforcement mechanisms put in place to ensure investors are given adequate protection for their monies invested, with the objective to provide the public with transparent and sufficient investment information.

This publication applies the investor protection benchmarks as set out in the: (new) Companies Ordinance (Cap.622), Securities and Futures Ordinance (Cap.571), and Main Board (or General Enterprise Market (GEM) Listing Rules.

The publiaction not only analyzes regulation of issuers through the disclosure regime, regulation of intermediaries, and regulation of market misconducts but also the heatedly debated issues related to the Lehman Brothers’ minibonds saga and Alibaba’s controversial dual-share structure.

“[This publication] … is a full treatment of one of the world’s most important capital markets, the Hong Kong stock exchange, HKEx, and associated markets. It is a story of investor protection in incremental steps and over a fairly long period of time. In a single volume, the reader can find a wealth of information about the various regulatory bodies with authority over Hong Kong’s capital markets, the details of its disclosure strategies where issuers are concerned, and the treatment and regulation of intermediaries who occupy the space between issuers and investors – in this case often retail investors who constitute an unusually large fraction of the investor population. Special attention is paid to market misconduct under the Securities and Futures Ordinance (Cap.571) and to regulation of specialized markets. … [T]his book thus describes and documents one of the fastest growing industries, regulation itself.”

From the Foreword by Saul Levmore, William B. Graham Distinguished Service Professor of Law at the University of Chicago

Format

Book & eBook

Price

(starting at)

HKD 1,545.00

Sinclair on Warranties and Indemnities on Share and Asset Sales

2023-4-26

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area. New for the 12th edition: This edition reflects the changes in law, convention and practice since the last edition. As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence enquiries relating to the national security and Investment Act 2021. Features: Provides precedents and commentary on warranties and indemnities on share sales Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business. For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared For the vendors’ solicitors, provides guidance and commentaries with the precedents Organised around precedents of clauses and documents, accompanied by extensive commentary Arranged in a logical chronology Covers the history and function of warranties and indemnities Covers the various parties to a sale and purchase agreement Covers the rights and liabilities that arise from a breach of warranty Provides detailed consideration of tax, property and general warranties in a share sale Covers the forms taken by tax deeds Covers warranties, undertakings and indemnities requested by the purchaser Covers completion accounts and valuation Covers how to deal with liability when warranty risk is to be insured. Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

Format

eBook

Price

(starting at)

HKD 4,416.00

Sinclair on Warranties and Indemnities on Share and Asset Sales

2023-4-26

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area. New for the 12th edition: This edition reflects the changes in law, convention and practice since the last edition. As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence enquiries relating to the national security and Investment Act 2021. Features: Provides precedents and commentary on warranties and indemnities on share sales Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business. For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared For the vendors’ solicitors, provides guidance and commentaries with the precedents Organised around precedents of clauses and documents, accompanied by extensive commentary Arranged in a logical chronology Covers the history and function of warranties and indemnities Covers the various parties to a sale and purchase agreement Covers the rights and liabilities that arise from a breach of warranty Provides detailed consideration of tax, property and general warranties in a share sale Covers the forms taken by tax deeds Covers warranties, undertakings and indemnities requested by the purchaser Covers completion accounts and valuation Covers how to deal with liability when warranty risk is to be insured. Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

Format

Book & eBook

Price

(starting at)

HKD 5,736.00

Hewitt on Joint Ventures 8th Edition

2024-12-15Hewitt

Hewitt on Joint Ventures 8th edition analyses a variety of transactions where two or more existing entities agree to establish and participate in a common enterprise or business-related activity. The main focus is on joint ventures using the medium of a joint venture company. The principal issues raised by a range of transactions are examined, outlining how such issues might be handled and setting out the relevant background law. Described in the High Court as “a book edited by practitioners who specialise and have extensive experience in this area of commercial activity”, it is written in a clear and practical way, tailored for the practitioner and in-house counsel. It aims to provide detailed commercial guidance alongside a comprehensive review of relevant specialist areas of law, as well as useful checklists and precedents. Coverage: Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures Guides you through the planning stages of a joint venture or alliance Identifies and examines the principal issues for joint venture parties, including: capital and funding; governance and management; minority investment and protection; deadlock and breakdown; duties between joint venture parties; transfers of shares; exit, termination and change; and disputes – mediation, litigation and arbitration Sets out the relevant legal background Suggests ways of dealing with issues that may arise Includes a range of precedents and checklists Recognises the international nature of many JV agreements New to this Edition Hewitt reflects and contextualises many significant legal developments over the last five years, including: the legal impact of the UK’s departure from the European Union the growing importance for business and transactions of environmental, social and governance (ESG) factors and how directors should approach this the much-increased focus on corporate transparency and anti-corruption, which has led to significant new legislation addressing the disclosure of foreign ownership of UK real estate, verification of the controllers and managers of UK companies and other vehicles, and the prospective introduction of a failure to prevent fraud offence the main joint venture-relevant case law since the last edition, including new clarity from the higher courts regarding: the duties owed by directors to creditors when the company is insolvent, and the consequences of breach the rule against recovery for reflective loss parent company liability for tort the exercise of conversion rights from one class of shares to another the limitation of actions in relation to unfair prejudice petitions the consolidation and wider application of the principle that a person is unlikely to have agreed to give up a valuable right that they would otherwise have had, unless there are clear words to that effect the closer scrutiny and control in the interests of national security of inward investment in key areas the treatment of the entry into and termination of joint ventures under the new UK Listing Regime the potentially far-reaching imposition of financial responsibility for defective residential buildings and the need – for these and other reasons flagged above – for careful due diligence challenges affecting joint ventures with local parties in a number of key international jurisdictions (Brazil, China, India, Malaysia and United Arab Emirates).

Format

eBook

Price

(starting at)

HKD 4,020.00

Sale of Shares and Businesses: Law, Practice and Agreements 7th Edition

2024-10-29

The 7th edition of Sale of Shares and Businesses provides a comprehensive guide to the acquisition of businesses in the UK, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats. Fully updated to take account of changes introduced by the General Data Protection regulations (GDPR), this new edition also considers the impact of the Covid-19 pandemic and of course “Brexit” Guidance for every sale of a business Gives guidance on every part of the sale of business so you can make sure everything is covered and nothing is missed out Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals Helps you represent either the buyer and the seller Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients Start to finish advice on the process Covers pre-acquisition or disposal of a company so you can be fully prepared for negotiations over the sale of a business Outlines the general principles of due diligence and in particular financial and legal due diligence helping you make sure the agreement for sale is based on a true reflection of the value of the business Gives guidance on the key components of a sale agreement so you can draft and check your documents with confidence Includes details on warranties and indemnities so you can ensure you have made provisions for the possible problems that may arise post-sale Covers specialist areas for example, pensions, tax and employment law issues so you’ll be able to quickly find out what the law says on these areas, if they are relevant to the agreement in hand Draft in line with current developments Helps you ensure your agreements are in-line with the latest developments on company and commercial law. Updates on the General Data Protection Regulation. Shows how property and environmental issues may affect the sale of businesses Full set of precedents included to save you time drafting Includes a CD-ROM full of all the precedents related to the sale of a business including: acquisition agreements, board minutes and power of attorney precedents Enables you to draft documents more quickly as it gives you precedents on CD-ROM to use as a basis for drafting, or to select the relevant clauses as you need them Saves you time as you can easily find and copy the precedents and clauses you need from the CD-ROM into your own documents

Format

Printed Book

Price

(starting at)

HKD 3,900.00

Sale of Shares and Businesses: Law, Practice and Agreements 7th Edition

2024-10-29

The 7th edition of Sale of Shares and Businesses provides a comprehensive guide to the acquisition of businesses in the UK, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats. Fully updated to take account of changes introduced by the General Data Protection regulations (GDPR), this new edition also considers the impact of the Covid-19 pandemic and of course “Brexit” Guidance for every sale of a business Gives guidance on every part of the sale of business so you can make sure everything is covered and nothing is missed out Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals Helps you represent either the buyer and the seller Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients Start to finish advice on the process Covers pre-acquisition or disposal of a company so you can be fully prepared for negotiations over the sale of a business Outlines the general principles of due diligence and in particular financial and legal due diligence helping you make sure the agreement for sale is based on a true reflection of the value of the business Gives guidance on the key components of a sale agreement so you can draft and check your documents with confidence Includes details on warranties and indemnities so you can ensure you have made provisions for the possible problems that may arise post-sale Covers specialist areas for example, pensions, tax and employment law issues so you’ll be able to quickly find out what the law says on these areas, if they are relevant to the agreement in hand Draft in line with current developments Helps you ensure your agreements are in-line with the latest developments on company and commercial law. Updates on the General Data Protection Regulation. Shows how property and environmental issues may affect the sale of businesses Full set of precedents included to save you time drafting Includes a CD-ROM full of all the precedents related to the sale of a business including: acquisition agreements, board minutes and power of attorney precedents Enables you to draft documents more quickly as it gives you precedents on CD-ROM to use as a basis for drafting, or to select the relevant clauses as you need them Saves you time as you can easily find and copy the precedents and clauses you need from the CD-ROM into your own documents

Format

eBook

Price

(starting at)

HKD 3,900.00

Bowstead and Reynolds on Agency 23rd Edition, Mainwork + Supplement

2024-12-31

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws.

Format

Book & eBook

Price

(starting at)

HKD 10,308.00

Bowstead and Reynolds on Agency 23rd Edition, Mainwork + Supplement

2024-12-31

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws.

Format

eBook

Price

(starting at)

HKD 7,932.00

Kerr & Hunter on Receivership and Administration 22nd Edition

2024-9-29

Kerr & Hunter on Receivers and Administrators sets out the legal principles, explains the legislation and interprets the relevant case law. Covering both corporate and personal insolvency the book considers the duties, and responsibilities of both administrators and receivers. It also explains when and why they are appointed, and whether appointed outside court or not. Considers the duties, powers, responsibilities and liabilities of administrators and receivers Sets out the legal principles, explains the legislation and interprets the relevant case law Explains the procedures for the appointment of receivers and administrators Considers appointment out of court and emergency procedures Describes the duties of office holders and their relationship with the company and its staff Provides a comprehensive overview of taxation in receivership and administration Guides reader through impact of new legislative developments and reflects the latest rulings from both UK and EU courts Covers both corporate and personal insolvency, plus a chapter on cross-border insolvency Gives latest rulings and case study material on the recast EU Insolvency Regulation Illustrates potential judicial conflicts within the practice area of administration Takes account of the effects of liquidation on administrative receivership

Format

eBook

Price

(starting at)

HKD 3,900.00

Investor Protection in Capital Markets - the Case of Hong Kong

2015-8-30Shen W.

Investor Protection in Capital Markets – The Case of Hong Kong focuses on the regulatory protections available to public investors who have decided to invest their money and trust in Hong Kong listed companies. This book investigates and expands upon the procedures, regulations, and enforcement mechanisms put in place to ensure investors are given adequate protection for their monies invested, with the objective to provide the public with transparent and sufficient investment information.

This publication applies the investor protection benchmarks as set out in the: (new) Companies Ordinance (Cap.622), Securities and Futures Ordinance (Cap.571), and Main Board (or General Enterprise Market (GEM) Listing Rules.

The publiaction not only analyzes regulation of issuers through the disclosure regime, regulation of intermediaries, and regulation of market misconducts but also the heatedly debated issues related to the Lehman Brothers’ minibonds saga and Alibaba’s controversial dual-share structure.

“[This publication] … is a full treatment of one of the world’s most important capital markets, the Hong Kong stock exchange, HKEx, and associated markets. It is a story of investor protection in incremental steps and over a fairly long period of time. In a single volume, the reader can find a wealth of information about the various regulatory bodies with authority over Hong Kong’s capital markets, the details of its disclosure strategies where issuers are concerned, and the treatment and regulation of intermediaries who occupy the space between issuers and investors – in this case often retail investors who constitute an unusually large fraction of the investor population. Special attention is paid to market misconduct under the Securities and Futures Ordinance (Cap.571) and to regulation of specialized markets. … [T]his book thus describes and documents one of the fastest growing industries, regulation itself.”

From the Foreword by Saul Levmore, William B. Graham Distinguished Service Professor of Law at the University of Chicago

Format

eBook

Price

(starting at)

HKD 1,188.00

Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap.32): Commentary and Annotations, 2018 Edition

2018-5-2A. Da Roza

One of the first publications to offer an analytical and comprehensive look at the recent amendments and revisions to the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap.32) just enacted this past 2017.

An essential publication to comprehend all relevant amendments and changes to the law, examining and analysing:

• Review and analysis of the key provisions from the 2016 Amendments designed to increase the protection of creditors in the course of a company winding-up, including a full review and analysis of:

(i) New ss.265A-265E, 266C-266D: Allows the company to set aside undervalued transactions entered into within five years prior to the commencement of its winding-up;
(ii) New ss.266, 266A-266D: Increased power of the Courts to set aside questionable pre-winding-up transactions entered into by the company with unfair preferences;
(iii) New ss.228A and 228B: Additional safeguards to reduce the risk of abuse by directors during a voluntary winding-up process;
(iv) New ss.296A-296E: Streamlining the winding-up process to save time and costs for the administration of such cases; etc.

• Significant judicial decisions, rules of court, glossary of words and phrases, discussions on practical aspects and contentious issues in reference to each section and other authoritative materials including cross-jurisdictional references to corollary legislation are all updated and incorporated in this 2018 edition.

ProView eBook Exclusive Content:

1. Summary of revisions and changes to the law resulting from the 2016 Amendments to the Ordinance
2. Guide to the winding-up of a company
3. Sample Winding-Up Forms

Format

eBook

Price

(starting at)

HKD 1,350.00

Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32): Commentary and Annotations 2020

2020-12-27A. Da Roza

Definitive work on the operation of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Essential text for anyone involved in corporate insolvency
Introductions to the Subsidiary Legislation unique to this product – Subsidiary Legislation contains important provisions, particularly in respect of winding up
Examines recent case law on petitions for winding up where the contract contains an arbitration clause that covers disputes relating to debt - Re Southwest Pacific Bauxite (HK) Ltd [2018] 2 HKLRD 449 and But Ka Chon v Interactive Brokers LLC [2019] 4 HKLRD 85
Companion volume to Companies Ordinance (Cap.622): Commentary & Annotations 2019

Format

eBook

Price

(starting at)

HKD 1,440.00

Companies Ordinance (Cap.622): Commentary and Annotations 2021

2021-5-10K. Ong | A. Leung

The company is a critical legal concept in all modern legal systems and an essential vehicle for investment and economic function. The Companies Ordinance (Cap.622) governs the incorporation, powers, authority and functions of companies in Hong Kong. It is a huge legislation comprising 921 Sections, 11 Schedules and 13 Subsidiary Legislations, including the new Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap.622M, Sub.Leg.) which came into effect on 1 August 2019.

Now in its 7th edition, the Companies Ordinance (Cap.622): Commentary and Annotations 2021 continues to be the definitive practitioner guide to the understanding and operation of the Companies Ordinance. Kingsley Ong, Partner at Eversheds Sutherland and Alice Leung, Partner at Anthony Siu & Co continue as General Editors. Written by a team of leading company law specialists, this two-volume work is an essential text for all company law practitioners, academics and students.

Format

eBook

Price

(starting at)

HKD 2,400.00

Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap.32): Commentary and Annotations, 2018 Edition

2018-5-2A. Da Roza

One of the first publications to offer an analytical and comprehensive look at the recent amendments and revisions to the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap.32) just enacted this past 2017.

An essential publication to comprehend all relevant amendments and changes to the law, examining and analysing:

• Review and analysis of the key provisions from the 2016 Amendments designed to increase the protection of creditors in the course of a company winding-up, including a full review and analysis of:

(i) New ss.265A-265E, 266C-266D: Allows the company to set aside undervalued transactions entered into within five years prior to the commencement of its winding-up;
(ii) New ss.266, 266A-266D: Increased power of the Courts to set aside questionable pre-winding-up transactions entered into by the company with unfair preferences;
(iii) New ss.228A and 228B: Additional safeguards to reduce the risk of abuse by directors during a voluntary winding-up process;
(iv) New ss.296A-296E: Streamlining the winding-up process to save time and costs for the administration of such cases; etc.

• Significant judicial decisions, rules of court, glossary of words and phrases, discussions on practical aspects and contentious issues in reference to each section and other authoritative materials including cross-jurisdictional references to corollary legislation are all updated and incorporated in this 2018 edition.

ProView eBook Exclusive Content:

1. Summary of revisions and changes to the law resulting from the 2016 Amendments to the Ordinance
2. Guide to the winding-up of a company
3. Sample Winding-Up Forms

Format

Book & eBook

Price

(starting at)

HKD 1,688.00

Law of Companies in Hong Kong, 4th Edition

2023-9-30S. Lo | C. Qu

This new edition covers legislative developments since the previous edition, including:

miscellaneous amendments made to the Companies Ordinance (Cap.622) by the Companies (Amendment) (No.2) Ordinance 2018 (35 of 2018), including expansion of simplified reporting for corporate groups and alignment of certain concepts with the latest accounting standards;
reforms in the regulation of auditors, including the expanded regulatory role of the renamed Accounting and Financial Reporting Council, as introduced by the Financial Reporting Council (Amendment) Ordinance 2019 (3 of 2019) and Financial Reporting Council (Amendment) Ordinance 2021 (41 of 2021);
the phased commencement of the new regime under Part 2 and Part 12 of the Companies Ordinance, together with new subsidiary legislation, for protecting the privacy of directors’ residential addresses and identification numbers of directors and others in the Companies Register and in companies’ own registers of directors.

This text also includes new cases decided since the last edition, including discussion and analysis of major case law developments both in Hong Kong and overseas common law jurisdictions. Highlights include:

UK developments in the law on piercing of the corporate veil, including the UK Supreme Court decision of Hurstwood Properties (A) Ltd v Rossendale Borough Council [2021] 2 WLR 1125;
developments in case law on directors’ duties, including the duty to take into account creditors’ interests when a company is insolvent (BTI 2014 LLC v Sequana SA [2022] UKSC 25), directors’ duties imposed on parent companies as shadow directors (Cyberworks Audio Video Technology Ltd v Mei Ah (HK) Co Ltd [2020] HKCFI 398) and duty of care of non-executive directors (Moulin Global Eyecare Holdings Ltd v Lee Sin Mei Olivia [2019] 3 HKLRD 833);
major developments in members’ remedies, including restatement of the no reflective loss principle by the UK Supreme Court in Marex Financial Ltd v Sevilleja [2021] AC 39, and Hong Kong Court of Appeal decisions on the common law derivative action (Wang Pengying v Ng Wing Fai [2021] 1 HKLRD 997) and the power to order damages under the statutory injunction remedy (Re L&A International Holdings Ltd [2020] 4 HKLRD 544);
further clarification on the principles of corporate attribution in the UK — Singularis Holdings Ltd v Daiwa Capital Markets Ltd [2020] AC 1189;
decisions of the Court of Final Appeal in Re Hsin Chong Construction Co Ltd (2021) 24 HKCFAR 98 on void dispositions of company property and Shandong Chenming Paper Holdings Ltd v Arjowiggins HKK 2 Ltd [2022] HKCFA 11 on winding up of foreign companies, as well as further Court of First Instance decisions developing the common law principles on the granting of assistance to foreign insolvency office-holders, including for corporate rescue purposes.

Format

eBook

Price

(starting at)

HKD 2,975.00

Company Law in Hong Kong: Practice and Procedure, 2023

2023-8-31S. HC Lo | G. Chow

The 2023 edition includes recent cases covering a number of areas of company law. Most notable are the cases dealing with members’ remedies, discussed in Chapter 8. There is also a new Companies (Amendment) Bill 2022 which was gazetted on 25 November 2022 and now before the Legislative Council. The bill proposes some minor amendments to the CO to confirm that companies may hold virtual or hybrid general meetings, subject to express restrictions in the articles.

The text has been thoroughly updated with discussion of new cases, including:

the statutory derivative action (Lam Kin Chung v Soka Gakkai International of Hong Kong Ltd [2022] 4 HKC 202, [2022] HKCA 480);
shareholder petitions for just and equitable winding up (Re Overseas Associates Ltd [2022] 2 HKLRD 790, [2022] HKCA 512; Ninotre Investment Ltd v Strong Light Investments Ltd [2021] HKCFI 3095);
scope of the irregularity principle in restricting minority shareholder remedies (HuangFu Chuangxin v Ni Yongkang [2022] HKCFI 1721; Lohas Holding Ltd v Registrar of Companies [2022] HKCFI 3358);
interpretation of articles of association (Yeung Bing Kwong Kenneth v Yeung Ping Leung [2019] HKCFI 1465); and
the statutory indoor management rule (Zhang Kan v SPH (Hong Kong) International Trading Co Ltd [2022] 3 HKLRD 813, [2022] HKDC 731).

Format

eBook

Price

(starting at)

HKD 2,718.00

Companies Ordinance (Cap.622): Commentary and Annotations 2021

2021-5-10K. Ong | A. Leung

The company is a critical legal concept in all modern legal systems and an essential vehicle for investment and economic function. The Companies Ordinance (Cap.622) governs the incorporation, powers, authority and functions of companies in Hong Kong. It is a huge legislation comprising 921 Sections, 11 Schedules and 13 Subsidiary Legislations, including the new Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap.622M, Sub.Leg.) which came into effect on 1 August 2019.

Now in its 7th edition, the Companies Ordinance (Cap.622): Commentary and Annotations 2021 continues to be the definitive practitioner guide to the understanding and operation of the Companies Ordinance. Kingsley Ong, Partner at Eversheds Sutherland and Alice Leung, Partner at Anthony Siu & Co continue as General Editors. Written by a team of leading company law specialists, this two-volume work is an essential text for all company law practitioners, academics and students.

Format

Book & eBook

Price

(starting at)

HKD 3,000.00

The Law and Practice of Hong Kong Companies

2017-11-30J. Brewer

This updated Third Edition of the Law and Practice of Hong Kong Companies presents a step-by-step overview that a professional needs for the daily practice of running a company in accordance with the current provisions of the Companies Ordinance (Cap.622). This practical book highlights and breaks down the everyday routine and procedures for properly running a company, including: (i) requirements from incorporation to dissolution; (ii) formalities required by the Companies Registrar; (iii) formation of joint ventures; (iv) purchase of sole trader; (v) partnerships and business enterprises; (vi) civil and criminal proceedings, etc.

NEW CONTENT (i) Practice and Procedure on the Listing of Companies on the Hong Kong Exchange; (ii) Continuing Statutory Obligations of Directors and Officers of such
Companies; and (iii) Suspension, Cancellation and Withdrawal of the Listing of such Companies from the Exchange.

NEW CHAPTERS (i) Regulation of Listed Companies; (ii) Share Capital Transactions; (iii) Investigations and Enquiries; and (iv) Takeovers, Mergers, Amalgamations and Other Reconstructions.

This new edition is the ideal source for the answers to all questions in regards to Hong Kong companies and its company secretarial practice.

Format

Book & eBook

Price

(starting at)

HKD 3,888.00

Company Law in Hong Kong: Practice and Procedure, 2023

The 2023 edition includes recent cases covering a number of areas of company law. Most notable are the cases dealing with members’ remedies, discussed in Chapter 8. There is also a new Companies (Amendment) Bill 2022 which was gazetted on 25 November 2022 and now before the Legislative Council. The bill proposes some minor amendments to the CO to confirm that companies may hold virtual or hybrid general meetings, subject to express restrictions in the articles.

The text has been thoroughly updated with discussion of new cases, including:

the statutory derivative action (Lam Kin Chung v Soka Gakkai International of Hong Kong Ltd [2022] 4 HKC 202, [2022] HKCA 480);
shareholder petitions for just and equitable winding up (Re Overseas Associates Ltd [2022] 2 HKLRD 790, [2022] HKCA 512; Ninotre Investment Ltd v Strong Light Investments Ltd [2021] HKCFI 3095);
scope of the irregularity principle in restricting minority shareholder remedies (HuangFu Chuangxin v Ni Yongkang [2022] HKCFI 1721; Lohas Holding Ltd v Registrar of Companies [2022] HKCFI 3358);
interpretation of articles of association (Yeung Bing Kwong Kenneth v Yeung Ping Leung [2019] HKCFI 1465); and
the statutory indoor management rule (Zhang Kan v SPH (Hong Kong) International Trading Co Ltd [2022] 3 HKLRD 813, [2022] HKDC 731).

Format

Book & eBook

Price

(starting at)

HKD 3,198.00

Law of Companies in Hong Kong, 4th Edition

2023-9-30S. Lo | C. Qu

This new edition covers legislative developments since the previous edition, including:

miscellaneous amendments made to the Companies Ordinance (Cap.622) by the Companies (Amendment) (No.2) Ordinance 2018 (35 of 2018), including expansion of simplified reporting for corporate groups and alignment of certain concepts with the latest accounting standards;
reforms in the regulation of auditors, including the expanded regulatory role of the renamed Accounting and Financial Reporting Council, as introduced by the Financial Reporting Council (Amendment) Ordinance 2019 (3 of 2019) and Financial Reporting Council (Amendment) Ordinance 2021 (41 of 2021);
the phased commencement of the new regime under Part 2 and Part 12 of the Companies Ordinance, together with new subsidiary legislation, for protecting the privacy of directors’ residential addresses and identification numbers of directors and others in the Companies Register and in companies’ own registers of directors.

This text also includes new cases decided since the last edition, including discussion and analysis of major case law developments both in Hong Kong and overseas common law jurisdictions. Highlights include:

UK developments in the law on piercing of the corporate veil, including the UK Supreme Court decision of Hurstwood Properties (A) Ltd v Rossendale Borough Council [2021] 2 WLR 1125;
developments in case law on directors’ duties, including the duty to take into account creditors’ interests when a company is insolvent (BTI 2014 LLC v Sequana SA [2022] UKSC 25), directors’ duties imposed on parent companies as shadow directors (Cyberworks Audio Video Technology Ltd v Mei Ah (HK) Co Ltd [2020] HKCFI 398) and duty of care of non-executive directors (Moulin Global Eyecare Holdings Ltd v Lee Sin Mei Olivia [2019] 3 HKLRD 833);
major developments in members’ remedies, including restatement of the no reflective loss principle by the UK Supreme Court in Marex Financial Ltd v Sevilleja [2021] AC 39, and Hong Kong Court of Appeal decisions on the common law derivative action (Wang Pengying v Ng Wing Fai [2021] 1 HKLRD 997) and the power to order damages under the statutory injunction remedy (Re L&A International Holdings Ltd [2020] 4 HKLRD 544);
further clarification on the principles of corporate attribution in the UK — Singularis Holdings Ltd v Daiwa Capital Markets Ltd [2020] AC 1189;
decisions of the Court of Final Appeal in Re Hsin Chong Construction Co Ltd (2021) 24 HKCFAR 98 on void dispositions of company property and Shandong Chenming Paper Holdings Ltd v Arjowiggins HKK 2 Ltd [2022] HKCFA 11 on winding up of foreign companies, as well as further Court of First Instance decisions developing the common law principles on the granting of assistance to foreign insolvency office-holders, including for corporate rescue purposes.