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Company Law: Powers and Accountability

Company Law: Powers and Accountability

Author: Loh Siew Cheang; William MF Wong
Publisher: LexisNexis Hong Kong
ISBN: 9789628105861
Published In: September 2003
Format: Hardback , 1697 pages
Jurisdiction: Hong Kong ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author

Details

This is the first Hong Kong company law book that distinguishes itself for its comprehensive coverage of the subject, incisive analysis of the complex technical rules and concepts contained in the Securities & Futures Ordinance (Cap 571), and innovative approach to company law from the perspective of accountability for corporate powers and conduct.

Part I : Nature, structure and powers

Chapter 1 - The corporate person
Chapter 2 - The constitutional structure
Chapter 3 - The administrative structure
Chapter 4 - The powers of the corporate person
Chapter 5 - Organisation of powers of management
Chapter 6 - Corporate powers and third parties

Part II : Accountability: exercise of powers

Chapter 7 - The exercise of powers by directors: rights and limitations
Chapter 8 - The exercise of powers by the majority: rights and limitations
Chapter 9 - Statutory limitations on exercise of powers: unfair prejudice
Chapter 10 - Equitable restraints on powers

Part III : Accountability: personal conduct

Chapter 11 - Quality control: care, skill and diligence
Chapter 12 - Integrity control: Profiteering and self-dealing
Chapter 13 - Connected transactions

Part IV : Transparency concepts and rules

Chapter 14 - Interest in shares and short position
Chapter 15 - Disclosure of interest in shares and short positions
Chapter 16 - Disclosure of directors' interests and dealings
Chapter 17 - Information for decision-making: the general meeting

Part V : Market discipline and misconduct

Chapter 18 - Market misconduct: the legislative scheme
Chapter 19 - Inside dealing
Chapter 20 - Market misconduct
Chapter 21 - Disciplining takeovers and mergers

Part VI : Accountability: corporate democracy

Chapter 22 - Meeting: its ordinary and legal meaning
Chapter 23 - Convention and constitution of meetings
Chapter 24 - The chairman and the conduct of meetings
Chapter 25 - General meetings under the Ordinance
Chapter 26 - The proxy system
Chapter 27 - Solicitation of votes, etc.
Chapter 28 - The principle of unanimous consent
Chapter 29 - Decisions by circular resolutions

Part VII : Enforcing accountability: common law

Chapter 30 - The rule in Foss v Harbottle
Chapter 31 - The derivative action
Chapter 32 - The personal action

Part VIII : Final accounting

Chapter 33 - De facto and shadow directors
Chapter 34 - Disqualification of directors
Chapter 35 - Winding up: Just and equitable
Chapter 36 - Winding up: Commencement to order

Loh Siew Cheang, LLB (Hons) (Malaya); Advocate and Solicitor, Cheang & Ariff, Kuala Lumpur

William MF Wong, BBA (CUHK), BA (Oxon); Barrister, Hong Kong