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Company Law: Powers and Accountability, 2nd Edition

Company Law: Powers and Accountability, 2nd Edition

Author: Loh Siew Cheang; William Wong; Kerby Lau
Publisher: LexisNexis Hong Kong
ISBN: 9789888301300
Published In: November 2017
Format: Hardback , 1473 pages
Jurisdiction: Hong Kong ? Disclaimer:
Countri(es) stated herein are used as reference only

List Price: HKD 3,000.00

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An innovative approach to company law, from the perspective of accountability for corporate powers and conduct

Company Law: Powers and Accountability - Second Edition

Hong Kong has a highly established and much admired system of company law; built on principles of English law, influenced by all corners of the Commonwealth, yet distinctly Hong Kong in nature. This highly esteemed title, now in its long-awaited second edition, offers a ruly comprehensive view of not only the law but also the practical application of company law in Hong Kong. It provides comprehensive and broad illustrative examples to expand on each principle covered, making it essential reading for anyone involved in company law.

Company Law: Powers and Accountability – Second Edition takes an innovative approach to company law, from the perspective of accountability for corporate powers and conduct. It also provides comprehensive coverage and incisive analysis of the complex technical rules and concepts contained in the Securities & Futures Ordinance (Cap 571). 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 worth edition to their libraries.

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
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
Chapter 11 Cross-border insolvency (new)
Chapter 12 Quality control: care, skill and diligence
Chapter 13 Board fights (new)
Chapter 14 Integrity control: Profiteering and self-dealings
Chapter 15 Connected transactions
Chapter 16 Information for decision-making: the general meeting
Chapter 18 Convention and constitution of meetings
Chapter 19 The chairman and the conduct of meetings
Chapter 20 General meetings under the Ordinance
Chapter 21 The proxy system
Chapter 22 Solicitation of votes, etc.
Chapter 23 The principle of unanimous consent
Chapter 24 Decisions by circular resolutions
Chapter 25 The rule in Foss v Harbottle
Chapter 26 The derivative action
Chapter 27 The personal action
Chapter 28 De facto and shadow directors
Chapter 29 Disqualification of directors
Chapter 30 Winding up: Just and equitable
Chapter 31 Winding up: Commencement to order

Dato’ Loh Siew Cheang graduated from the University of Malaya. He was called to the Malaysian Bar in 1978 and since then has been in active practice both in and out of all levels of court in Malaysia, specialising in companies and securities law. He is the managing partner of Cheang & Ariff, a firm he co-founded in 1986. He is a former member of the Companies
Law Reform Commission.

Dr. William MF Wong S.C has been in practice in Hong Kong since 1998. In 2010, he was also called to the Bar of the British Virgin Islands. In 2013, Dr. Wong was appointed as a Senior Counsel in Hong Kong. He is also presently an Non-Executive Director of the Securities and Futures Committee and one of the Vice Chairmen of the Board of
Review of the Inland Revenue.

Dr. Wong’s practice covers a wide spectrum of contentious commercial litigation. He has a special focus and substantial experience in the areas of company, insolvency and securities law. He also specialises in contentious trusts and probate matters. On non-contentious work, Dr. Wong specialises in corporate restructuring and capital reduction.

Kerby Lau was admitted to the University of Oxford with a full scholarship. He obtained first class honours in his undergraduate law degree, and subsequently also obtained his Bachelor of Civil Law degree from the University of Oxford. He came top at Oxford for chancery law subjects, and was awarded prizes for best performance in Trusts Law and Company Law.

Kerby was admitted to the Bar in Hong Kong and is a tenant of Des Voeux Chambers. He was appointed a Legal Consultant of Shanghai's Universe Law Firm in 2016._He is developing a broad civil and commercial practice, with a particularly keen interest in matters involving probate, company, corporate insolvency and trusts law. He has appeared in all levels of court, and argues cases regularly both on his own and as junior counsel.