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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.


HK$1380 


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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 5th 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 2021, as well as the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap 32), the Code on Corporate Governance Practices, the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap 615), and all relevant subsidiary legislation and Schedules. It also provides analysis of most recent Hong Kong company cases and landmark court decisions from England and other Commonwealth jurisdiction. This new edition includes new chapters focusing on the director as an entrepreneur (Chapter 4), actions against the defaulting director (Chapter 14), director’s dishonest assistance (Chapter 15), and directors of listed and non-listed companies (Chapter 16). It also details on the new inspection regime which was instructed from 23 August 2021 to enable a company to withhold certain personal information of directors and that of company secretaries contained in the register, the new Limited Partnership Funds regime which was established by the Limited Partnership Fund Ordinance (Cap 637) aiming to attract private equity and venture capital funds to set up and operate in Hong Kong. This new edition also contains full reproduction of latest prescribed forms and selected guidelines and codes.


Key Benefits 

Reduces time wastage and increases productivity by serving as a step-by-step guide to your obligations. 

The Hong Kong Directors' Manual will raise awareness in directors, compliance personnel and/or would-be directors so that they are better equipped with the knowledge to play the role of a corporate leader. 

Provides concise commentary on the law to aid readers in determining the best approach to adopt in line with their business needs Specimen forms, documents and Codes for easy adaptation, easing the role of the compliance person in their day-to-day workflow.


Key Features
 

  • Highlights the duties and responsibilities imposed on corporate directors by law especially those of public listed companies in Hong Kong.
  • Provides you with non-legalistic, practical explanations of your obligations and the steps you must take to meet them.
  • Contains specimen documents and prescribed forms to provide a better picture of the requirements.
  • Covers your personal liabilities under the Hong Kong Companies Ordinance (Cap 622) and the Securities and Futures Ordinance.
  • Explains the numerous other areas of the law which impose civil and criminal liability on directors.
  • Acts as a step-by-step guide in the completion of corporate secretarial forms, including the new Forms and many comprehensive checklists, along with the Code on Takeovers and Mergers and Share Buy-backs.
  • Includes various case examples help you apply the information to practical situations.


Topics Covered

CHAPTER 1...... GENERAL OUTLINE

CHAPTER 2...... THE DIRECTOR

CHAPTER 3...... FIDUCIARY DUTIES

CHAPTER 4...... THE DIRECTOR AS AN ENTREPRENEURCHAPTER 5...... DIRECTORS’ LOANS & REMUNERATION

CHAPTER 6...... COMPANY MEETINGS

CHAPTER 7...... FINANCIAL REPORT & INFORMATION

CHAPTER 8...... RAISING CAPITAL & FUNDS

CHAPTER 9...... DISCLOSURE & SUBMISSION

CHAPTER 10.... CORPORATE GOVERNANCE

CHAPTER 11.... SHARES TRANSFERS & SHARE BUY-BACKS

CHAPTER 12.... TAKEOVERS & MERGERS

CHAPTER 13.... OTHER LEGISLATIVE OBLIGATIONS

CHAPTER 14.... LIABILITY — ACTION AGAINST THE DEFAULTING DIRECTOR

CHAPTER 15.... DIRECTOR AND DISHONEST ASSISTANCE 

CHAPTER 16.... DIRECTORS OF LISTED AND NON-LISTED COMPANIES


Target Audience

  • Company officers
  • Corporate lawyers
  • Company secretaries
  • Legal practitioners
  • Business advisers / Management consultants
  • Law students
  • Universities and educational institutions

 

Authors 

Judith Sihombing Ms. Judith Sihombing 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 an Adjunct Associate Professor in the Faculty of Law of 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).