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

 

 

The use of offshore vehicles for international financial transactions is flourishing and is becoming more and more popular in the Asia Pacific region. The Fourth Edition of this landmark work Bermuda, British Virgin Islands and Cayman Islands Company Law is an indispensable, practical guide to the laws of these important jurisdictions. The downturn in world economies has led to the insolvency and restructuring of many offshore entities bringing a new focus on the insolvency regimes in each jurisdiction with recent reported cases in Bermuda, BVI and the Cayman Islands. This new edition examines these major changes and provides updated analysis, commentary and template forms for a variety of actions as well as extracts of relevant regulations. The side-by-side comparison of these three jurisdictions is particularly useful for onshore practitioners or company secretaries. Experienced and respected authorship Christopher Bickley- Partner at Conyers Dill & Pearman, a leading international offshore firm in Hong Kong Fully updated to reflect major developments in these three jurisdictions: The use of private trust companies and the regulation that applies to them The development and listing of special purpose acquisition corporations (SPACs) Cayman Islands’ new merger law and new liquidation regimes Recent BVI case law on BVI shareholder dissent rights on a merger Plus new content on: Fund Litigation , Insolvency, Tax Implications and more! Provides a useful, side-by-side comparison of these jurisdictions taking into account the impact of the global financial crisis Presents updated analysis and commentary New template forms for a variety of actions Extracts of relevant regulations

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

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).

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).

Hollington on Shareholder's Rights provides guidance for readers on the statutory remedies for the protection of minority shareholders with coverage/guidance also of articles of association and shareholders' agreements; the fiduciary duties of directors; restrictions on the power of the majority under general principles of equity and the principles of partnership law (such as good faith) which have been adopted in company law. The new edition references the multitude of cases (particularly appellate) decided in the common law world and other developments since the last edition, requiring substantial rewriting of the text on many topics. Highlights are: Majority Rule- review of principles of abuse and excess of power and “fraud in equity” principles in Grand View Private Trust [2022] UKPC 47 Bargain between shareholders - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371 (contractual duty of good faith); Barton v Morris [2023] UKSC 3 (contractual interpretation, express and implied terms); Tulip Trading Ltd v Bitcoin Association for BSV [2023] EWCA Civ 83 (fiduciary relationships) Director’s duties- BTI 2014 LLC v Sequana SA [2022] UKSC 25 and Stanford International Bank Ltd. v HSBC [2022] UKSC 34 (interests of creditors); ClientEarth v Shell [2023] EWHC 1137 and 1187 (Ch) (interests of members as a whole; derivative claim); duty to act for proper purpose where purposes mixed; Burnell v Trans-Tag Ltd & Anor [2021] EWHC 1457 (Ch) (the leaving director) Derivative claims- McGaughey v Universities Superannuation Scheme Ltd [2023] EWCA Civ 873 (common law derivative claims and fraud on minority); changes to CPR 19; Boston v Szerelmey [2020] EWHC 1136 (Ch), [2020] EWHC 3042 (Ch) and [2022] EWHC 2849 (Ch) and Leslie v Ball [2023] EWHC 1771 (Ch) (costs indemnity) Unfair Prejudice Principles - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371; Financial Technology Ventures II (Q) LP v ETFS Capital Ltd [2021] JCA 176; Chu v Lau [2020] UKPC 24 (breakdown of trust and confidence; exclusion from management); Ming Siu Hung v JF Ming Inc [2021] UKPC 1 and Kwik v Yao [2022] UKPC 52 (ignoring minority; appeals; remedy); Re Coinomi Ltd [2022] EWHC 3178 (Ch) (relationship with derivative claim); FamilyMart China Holding v Ting Chuan [2023] UKPC 33 (ouster of court by arbitration agreement) Unfair Prejudice Remedies- Ming Siu Hung v JF Ming Inc [2021] UKPC 1 (share purchase order); Otello Corp ASA v Moore Frères and Co LLC [2020] EWHC 3261 (Ch), Smith v Smith [2022] EWHC 1035 (Ch), Re Cardiff City Football Club (Holdings) Ltd [2022] EWHC 2023 (Ch), Krishna Holdco Ltd v Gowrie Holdings Ltd [2023] EWHC 1538 (Ch) (discount for minority shareholding) Just and equitable winding up - Chu v Lau [2020] UKPC 24; Ming Siu Hung v JF Ming Inc [2021] UKPC 1; Duneau v Klimt Invest SA Plc [2022] EWHC 596 (Ch) (loss of substratum)

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).

Company Law in Hong Kong: Insolvency 2023 covers major aspects of corporate insolvency law in Hong Kong. This edition contains detailed coverage of the latest legal developments, including BTI 2014 LLC v Sequana SA [2022] UKSC 25, [2022] 3 WLR 709, in which the UK Supreme Court affirmed the existence of the common law duty of directors to take into account creditors’ interests when a company is insolvent.

There have also been important new decisions in Hong Kong dealing with cross-border insolvency, in particular Shandong Chenming Paper Holdings Ltd v Arjowiggins HKK 2 Ltd [2022] 25 HKCFAR 98, where the court discussed the nature of the three “core” requirements for exercise of the Hong Kong court’s discretion to wind up a foreign company. Re Global Brands Group Holding Ltd (In Liq) [2022] 3 HKLRD 316 discusses the court’s common law power to grant recognition and assistance to foreign insolvency office-holders.

On the legislative front, technical amendments relating to implementation of an “Electronic Submission System” for submission of documents, as well as streamlining of advertising and publishing requirements for insolvency notices are discussed.

 

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.

 

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.

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

 

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.

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

A Useful Comparative Guide of How The New Companies Ordinance (Cap. 622) Differs from The Old Companies Ordinance (Cap. 32) • Offers a side-by-side comparison (section by section) of the old law and new law • Compares and contrasts the major proposals and new initiatives developed and brought forth in the new Ordinance (Cap. 622) • Reviews and compares the miscellaneous amendments to new law aimed at modernizing how companies should be structured and run here in Hong Kong to that of how these provisions were worded in the old law • Addresses how the new law has been revised and rewritten to reflect the modernisation of the law to that of the rest of the world • Provides introduction and summary to each part of the law followed by the comparative table of the new provisions with that of the old provisions with all the new wordings and terms highlighted and underlined • Includes brief annotations and commentaries of the new provision

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).