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Family Business and Corporate Governance in Hong Kong

Family Business and Corporate Governance in Hong Kong (includes FREE one year access of ONLINE version)

  • Author:
  • Publisher: Wolters Kluwer (HK) (formerly CCH)
  • ISBN: 9789881221667
  • Published In: October 2014
  • Format: Paperback + eBook , 257 pages
  • Jurisdiction: Hong Kong ? Disclaimer:
    Countri(es) stated herein are used as reference only

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  • Description 
  • Contents 
  • Author 
  • Details

    *** Special Promotion: Buy PRINT version (i.e. hard copy) will get FREE one year access to e-Book version ***

     

    Hong Kong is a global metropolitan city and a former British colony. Beneath its modern outlook and Western influences, many inhabitants of Hong Kong with Chinese ancestry still held on to traditional Chinese values and customs. As such, it would be a mistake to think that the laws transplanted from Britain to Hong Kong have been unproblematic. Then again, this does not mean that the local Chinese reject or oppose the transplanted laws outright. Rather, the differences in the value systems embedded in the laws and the local Chinese culture have created some ideological tensions. Such is the case for the directors of Chinese family wholly owned and operated companies in the territory.

    Whilst the transplanted British company laws might suit non-family and public companies with diverse share ownership structure, this is not the case for Chinese family companies. Instead, directors of these types of compliance comply with a normative order emanating from Chinese values and norms rooted in Confucianism. Yet the incongruences between legal duties and Chinese norms mean that it is not simply a matter of amending the law to incorporate the Chinese values because the divide between the two is impossible to bridge.

    This book not only examines why the transplanted directors’ duties are inappropriate for these companies, it recommends that a separate self-regulated regime for Chinese family companies should be established. Critics might argue that this gap in corporate governance regulation had not created upheavals in Hong Kong, so there is no urgency in changing status quo. But if we look closer the lack of regulation for Chinese family companies had not been trouble free as a growing number of cases have shown that it has adversely affected the workings of these companies. Governance problems usually emerge when tensions within families are unresolved, and in the worst-case scenario, fen jia (division of assets leading to liquidation) occurs. Given that Hong Kong has an estimated half a million Chinese family companies, this regulatory oversight could negatively impact on the territory’s spirit of entrepreneurialism. Therefore, this monograph advocates that the informal network of Chinese family businesses should band together and adapt Chinese value system to resolve an essentially Chinese regulatory problem.

  • Chapter 1 Introduction

    • Introduction
    • Maintaining Hong Kong's Position as an International Financial Centre
    • Asian Financial Crisis as Impetus for Further Reforms
    • Unresolved Corporate Governance Concerns in Hong Kong
    • Key Issues of this Book and Outline

    Part One: Corporate Governance and Directors' Duties in Hong Kong: The Reforms, Rationale, and Values

    Chapter 2 Reforming Corporate Governance and Directors' Duties in Hong Kong

    • Introduction
    • Broader Considerations in Corporate Governance Reforms
      • The Territory's Economic Transformation
      • Regulatory Capture in Hong Kong
    • Attempts to Reform Directors' Duties
      • Initial Efforts
      • Another Unsuccessful Attempt
      • The Next Round of Reviews
      • Introduction of Non-statutory Guidelines
    • The Debates in the Most Recent Round of Reforms
      • British Provisions as Model Law for Hong Kong
      • Latest Round in the Epic on Codification of Directors' Duties
    • Summary and Commentaries

     

    Chapter 3 Principles and Core Values Underpinning Directors' Duties in Hong Kong

    • Introduction
    • The Principles of Corporate Governance and Directors' Duties
      • The Fundamentals of Corporate Governance
      • The Importance of Accountability
      • Directors' Role from a Legal Perspective
      • The Underlying Principles and Values of Directors' Duties
    • General Law Fiduciary Duties and Obligations in Hong Kong
      • Duty to Act in Bona Fide for the Benefit of the Company
      • Duty to Exercise Powers for a Proper Purpose 
      • Unfettered Discretion
      • No Conflict of Interests and No Secret Profits Duties
    • General Law and Statutory Duty of Care in Hong Kong
      • The General Law Duty of Care
      • The Newly Enacted Statutory Duty of Care
    • Summary and Commentaries

     

    Part Two: Why Western Laws are Not Suitable for Chinese Family Companies in Hong Kong: Culture, Values and Norms Matter

     

    Chapter 4 The Intricacies of Regulating Family Companies in Hong Kong

    • Introduction
    • The Importance of "the Family" and Family Companies in Hong Kong
      • Families and Family Companies in Hong Kong
      • Family Share Ownership and its Impact on Governance
    • Statutory Provisions for Family Companies in Other Jurisdictions
      • United States
      • South Africa
      • Australia
    • Indications that the Western Legal Rules are ill suited for Chinese Family Companies in Hong Kong
      • Awareness amongst Directors Concerning their Legal Obligations
      • Litigations Concerning Disputes in Family Companies
      • Discounting Other Legal Possibilities
    • Early Attempt to Regulate Chinese Enterprises and Judicial Review in Hong Kong
    • Summary and Commentaries

     

    Chapter 5: Relation-centred Cultural Norms and Paternalistic Governance in Hong Kong's Chinese Family Companies

    • Introduction
    • Value Differences between Hong Kong and Britain
    • Chinese Entrepreneurialism and Relation-centred Culture in Hong Kong
      • Hong Kong's Chinese Spirit of Entrepreneurialism
      • Hong Kong's Chinese Business Network Structure and Relational Traits
    • Paternalism in Hong Kong's Chinese Family Companies
      • Comparing Chinese Family and Anglo-American Governance Models
      • An Analysis of Paternalism and Harmonious Relations
      • Issues Incidental to Paternalistic Governance
    • Summary and Commentaries

     

    Chapter 6: Making Sense of Confucian Notions of Governance and Regulation

    • Introduction
    • A Foreword on Confucianism
    • Confucius's Notion of Governance
      • Confucius's Notion of San Gang Wu Chang
      • Confucian Harmonious Order of Things
    • Confucian Doctrine of Li as a Regulatory Norm
      • Traditional Chinese Characterization of the Law and Jurisprudence
      • The Genesis of Li as a Moral Principle with Regulative Properties
      • Establishing Social Order through the Doctrine of Li
    • A Glimpse into History about Confucian Influence on Governance and Regulation
    • Summary and Commentaries

     

    Part Three: In Search of a Conceptual Framework: Pluralism as a Prospective Solution for Hong Kong


    Chapter 7: Pluralistic Governance Regime as Solution for Hong Kong

    • Introduction
    • The Notion of a Pluralistic Corporate Governance Regime
      • Convergence Theory of Corporate Governance Regulation
      • Path Dependency Theory of Corporate Governance Regulation
      • Prospects of a Pluralistic Corporate Governance Regime
    • Legal Pluralism and Hong Kong's Legal System
      • Transplantation of British Laws and its Shortcomings for Hong Kong
      • The Importance of Cultural and Legal Culture
      • The Genesis and Notions of Legal Pluralism
      • Customary Laws as a Form of Legal Pluralism in Hong Kong
    • A Proposition for Directors of Chinese Family Companies in Hong Kong
      • Values and Norms as Foundations of Regulation
      • Different Modes of Regulation
      • Self-Regulation as a Framework to Regulate Corporate Governance
      • Relationship Orientated Values as a Basis to Regulate Directors of Chinese Family Companies'J7-045 Forum to Restore Harmonious Relationships in Chinese Family Companies
      • Corporations Panel as an Alternative?
    • Summary and Commentaries

     

    Chapter 8: Conclusions

    • Summary and Key Issues of this Book
      • Key Issues and Conclusions in Part 1
      • Key Issues and Conclusions in Part 2
      • Key Issues and Conclusions in Part 3
    • Recommendations for Regulatory Reform
      • Conceptualizing Regulatory Standards for Directors of Chinese Family Companies
      • The "Regulator" and "Regulatory Arrangements" in the Scheme of Things and the Way Forward 
    • Regulatory Implications for Mainland China Family and Kinship Companies
    • Conclusions

     

    Appendix

    • Table of Cases
    • Table of Legislations

     

    Index

  • Dr. Angus Young


    Doctor Young has a multi-disciplinary academic background with degrees in law, economics and political science. He is a prolific writer, authoring and co-authoring over 80 publications and 60 conference papers and presentations. Presently, he is Lecturer at the School of Law, University of Western Sydney in Australia, formally Assistant Professor at the Department of Accountancy, Hang Seng Management College in Hong Kong (2011-2014), Adjunct Professor at the School of International Law, Southwest University of Political Science & Law in Chongqing, PRC (2010-2013), Lecturer at the Department of Accountancy, Queensland University of Technology in Brisbane, Australia (2009-2011). He was also until recently the Hong Kong Representative of the GRC Institute, a peak body for legal compliance and risk management professionals in the Asia Pacific region. His other past work experiences included banking, consultancy, and political campaign advisory.

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