Hong Kong Directors' Manual, 4th Edition


This book looks at private, public, listed companies and the companies limited by guarantee in Hong Kong. In the provisions of the Hong Kong Companies Ordinance (Cap 622), recognition has been given to developments of similar legislation in Australia, Canada, England and Singapore. Much of the former Companies Ordinance (Cap 32) has been retained in Cap 622, in some cases amended. New provisions have been added. The drafting has altered. All in all, Cap 622 is now a very long, complex piece of legislation. New provisions of Cap 622 include, but not limit to, • directors’ statutory duty of reasonable care, skill and diligence; • the exemption of certain directors’ from making an annual report; • the addition in the directors’ annual report of external factors including the environment, suppliers and other stakeholders; • certain applications now able to be approved/consented to by members without the need for court approval; • treatment of the company limited by guarantee as a public company, a matter of doubt in the past; • new provisions on the registration of company charges within one month and the required registration of the instrument creating the charge; • a new part on debentures; • provision for the restoration of a company struck off or wound up in certain cases; and • several other amendments or notable additions. Presumably the Hong Kong courts will now be looking, where appropriate, more than previously to decisions of overseas courts where the overseas legislation is in pari materia with Hong Kong’s legislation, and where that overseas legislation formed a strong background for Hong Kong’s new companies legislation. All references to the Companies Ordinance in this book are made to Cap 622, unless expressly stated that a reference is made to the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap 32). The legislation in force prior to 3 March 2014 known as the former Companies Ordinance (Cap 32) is referred to where appropriate.


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Content

CHAPTER 1...... GENERAL OUTLINE

CHAPTER 2...... THE OFFICE OF A DIRECTOR

CHAPTER 3...... FIDUCIARY DUTIES

CHAPTER 4...... DIRECTORS’ LOANS & REMUNERATION

CHAPTER 5...... COMPANY MEETINGS

CHAPTER 6...... FINANCIAL REPORT & INFORMATION

CHAPTER 7...... RAISING CAPITAL & FUNDS

CHAPTER 8...... DISCLOSURE & SUBMISSION

CHAPTER 9...... CORPORATE GOVERNANCE

CHAPTER 10.... SHARES TRANSFERS & SHARE BUY-BACKS

CHAPTER 11.... TAKEOVERS & MERGERS

CHAPTER 12.... OTHER LEGISLATIVE OBLIGATIONS

Features

The Hong Kong Directors' Manual provides an extensive coverage of both legal and practical issues associated with directors’ role, duties and responsibilities in day-to-day corporate operation including but not milted to incorporation and share capital, management and administration, commercial transaction and business expansion, takeover and merger, share transfer, capital investment, taxation, winding up, receivership and dissolution.

With an emphasis on practical aspects, this book offers strategic solutions to help minimise a director’s risk exposure. Directors and those in a compliance role now and in the future can benefit from the expert insights on how to achieve regulatory compliance under changing company law arena and securities law regime, and to avoid common pitfalls and tackle the boardroom issues.

The 4th edition of Hong Kong Directors' Manual contains more in-depth commentary in relation to the recent amendment to the Companies Ordinance (Cap 622) from 2016 to 2019, as well as the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap 32) and the Code on Corporate Governance Practices and all relevant subsidiary legislation and Schedules. It also provide analysis of most recent Hong Kong company cases and international landmark cases.

This new edition updates, but not limited to, types of companies eligible for reporting exemption, company name, notification of the changes of company address to Companies Registrar, keeping of minutes and resolutions, variation of the class right, disclosure of directors’ name of the subsidiary, re-categorising of offences, and various other requirements regulating local and non-Hong Kong companies.

This new edition also contains full reproduction of latest prescribed forms and selected guidelines and codes.


Author

Judith offers consultations in commercial, banking and property law in Hong Kong and on property and commercial law in Malaysia. She is used to working with legal teams on contentious and non-contentious matters. She has worked for a range of clients including private companies, institutions and governments.

Judith conducts bespoke training and CPD seminars for the legal community in a range of her specialist areas including corporate governance, company law and property law. She has worked with numerous small and medium sized firms to create tailored training that meets their needs.

Judith was trained as a solicitor in Victoria, Australia after graduation from the Law School of the Melbourne University. Judith also has an LLM from the University of Malaya.

After practice in Melbourne for two years, she taught in the Faculty of Law, University of Malaya, and also acted as a consultant to the Legal Aid Bureau of Malaysia. Later she taught at the Faculties of Law at Monash University, Melbourne, and Hong Kong University. She is now teaching part-time at the Chinese University of Hong Kong.

In 2001 she joined the Hong Kong office of Simmons & Simmons as Professional Support Lawyer and Training Manager.

Judith is a founder member and Vice-Chairman of the Law Society of Hong Kong Working Party Sub-Committee on Land Titles. She has been a consultant to the Consumer Council of Hong Kong (on Estate Agents) and to the Hong Kong Mortgage Corporation (on the documentation for mortgages and guarantees).