Author(s): Loh Siew Cheang, William MF Wong S.C., Kerby Lau
This title takes an innovative approach to company law, from the perspective of accountability for corporate powers and conduct. It also includes comprehensive analysis of the complex technical rules contained in the Securities and Futures Ordinance (Cap 571).
Publication Date: November 2017
Company Law: Powers and Accountability – Second Edition provides comprehensive coverage and incisive analysis of the complex technical rules and concepts contained in the Securities & Futures Ordinance (Cap 571). It takes an innovative approach to company law, from the perspective of accountability for corporate powers and conduct. The first edition of this work quickly became an essential part of many professional libraries, and now this long-awaited second edition has been rewritten to make it even more practical and accessible to practitioners, non-practitioners and students alike. Fully updated with the latest legislative changes and case law it is a must for anyone involved in company Law.
Content in this new edition has been expanded to include two new chapters on cross border insolvency and board fights. The chapters covering Winding Up have been substantially revised in light of changes to Cap 622 and the revised Cap 32. All commentary throughout the text has been updated for brevity and clarity. Additional improvements to the second edition include a focus on the essential fundamentals that are often overlooked, yet form the basis of understanding of the subject matter.
Company Law: Powers and Accountability – Second Edition is an essential text for anyone involved in, or interested in, Hong Kong company law. Practitioners, law students and interested laypersons alike will find it a worthwhile edition to their libraries.
1 The corporate person
2 The constitutional structure
3 The administrative structure
4 The powers of the corporate person
5 Organisation of powers of management
6 Corporate powers and third parties
7 The exercise of powers by directors: rights and limitations
8 The exercise of powers by the majority: rights and limitations
9 Statutory limitations on exercise of powers: unfair prejudice
10 Equitable restraints on powers
11 Cross-border insolvency (new)
12 Quality control: care, skill and diligence
13 Board Fights (new)
14 Integrity control: Profiteering and self-dealings
15 Connected transactions
16 Information for decision-making: the general meeting
17 Meeting: its ordinary and legal meaning
18 Convention and constitution of meetings
19 The chairman and the conduct of meetings
20 General meetings under the Ordinance
21 The proxy system
22 Solicitation of votes, etc.
23 The principle of unanimous consent
24 Decisions by circular resolutions
25 The rule in Foss v Harbottle
26 The derivative action
27 The personal action
28 De facto and shadow directors
29 Disqualification of directors
30 Winding up: Just and equitable
31 Winding up: Commencement to order