Law of Companies in Hong Kong, 4th Edition (Hardcopy + e-Book)

Author: Dr. Stefan Lo; Dr. Charles Qu
Publisher: Sweet & Maxwell Hong Kong
ISBN: 9789888591329
Published In: January 2024
Format: Hardback + eBook , 1000 pages
Jurisdiction: Hong Kong ? Disclaimer:
Countri(es) stated herein are used as reference only

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Contents
Author

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This new edition covers legislative developments since the previous edition, including:
- miscellaneous amendments made to the Companies Ordinance (Cap.622) by the Companies (Amendment) (No.2) Ordinance 2018 (35 of 2018), including expansion of simplified reporting for corporate groups and alignment of certain concepts with the latest accounting standards;
- reforms in the regulation of auditors, including the expanded regulatory role of the renamed Accounting and Financial Reporting Council, as introduced by the Financial Reporting Council (Amendment) Ordinance 2019 (3 of 2019) and Financial Reporting Council (Amendment) Ordinance 2021 (41 of 2021);
- the phased commencement of the new regime under Part 2 and Part 12 of the Companies Ordinance, together with new subsidiary legislation, for protecting the privacy of directors’ residential addresses and identification numbers of directors and others in the Companies Register and in companies’ own registers of directors.
This text also includes new cases decided since the last edition, including discussion and analysis of major case law developments both in Hong Kong and overseas common law jurisdictions. Highlights include:
- UK developments in the law on piercing of the corporate veil, including the UK Supreme Court decision of Hurstwood Properties (A) Ltd v Rossendale Borough Council [2021] 2 WLR 1125;
- developments in case law on directors’ duties, including the duty to take into account creditors’ interests when a company is insolvent (BTI 2014 LLC v Sequana SA [2022] UKSC 25), directors’ duties imposed on parent companies as shadow directors (Cyberworks Audio Video Technology Ltd v Mei Ah (HK) Co Ltd [2020] HKCFI 398) and duty of care of non-executive directors (Moulin Global Eyecare Holdings Ltd v Lee Sin Mei Olivia [2019] 3 HKLRD 833);
- major developments in members’ remedies, including restatement of the no reflective loss principle by the UK Supreme Court in Marex Financial Ltd v Sevilleja [2021] AC 39, and Hong Kong Court of Appeal decisions on the common law derivative action (Wang Pengying v Ng Wing Fai [2021] 1 HKLRD 997) and the power to order damages under the statutory injunction remedy (Re L&A International Holdings Ltd [2020] 4 HKLRD 544);
- further clarification on the principles of corporate attribution in the UK — Singularis Holdings Ltd v Daiwa Capital Markets Ltd [2020] AC 1189;
- decisions of the Court of Final Appeal in Re Hsin Chong Construction Co Ltd (2021) 24 HKCFAR 98 on void dispositions of company property and Shandong Chenming Paper Holdings Ltd v Arjowiggins HKK 2 Ltd [2022] HKCFA 11 on winding up of foreign companies, as well as further Court of First Instance decisions developing the common law principles on the granting of assistance to foreign insolvency office-holders, including for corporate rescue purposes.
Chapter 1 Company Law and Regulation In Hong Kong
Chapter 2 Establishment of Companies
Chapter 3 Corporate Personality
Chapter 4 Pre-Incorporation Contracts
Chapter 5 Corporate Constitution and Shareholder Agreements
Chapter 6 Corporate Organs and Division of Powers
Chapter 7 Board of Directors
Chapter 8 Directors’ Duties
Chapter 9 General Meetings
Chapter 10 Members’ Remedies and Minority Protection
Chapter 11 Accounts and Audit
Chapter 12 Corporate Contracting and Liabilities of Companies
Chapter 13 Equity and Debt Financing
Chapter 14 Share Capital
Chapter 15 Maintenance of Capital
Chapter 16 Fund-Raising by Public Issue
Chapter 17 Debentures and Charges
Chapter 18 Receivership
Chapter 19 Corporate Rescue
Chapter 20 Liquidation
Dr Stefan Lo is currently Principal Lecturer at the Faculty of Law of the University of Hong Kong. Prior to joining HKU Law, he was a Deputy Principal Government Counsel (Ag) at the Department of Justice, heading the team in the Civil Division responsible for advising the Government on company and insolvency law reform. He has published widely in company law and other areas of law for Sweet & Maxwell, LexisNexis and local and international journals.

Dr Charles Qu is an Adjunct Professor with the School of Law of University of New England. Charles was previously a faculty member at the School of Law of the City University of Hong Kong, Griffith Business School, Murdoch Law School and Griffith Law School. His areas of research include corporate law and corporate insolvency law. He has published in internationally respected law journals and written widely on company law.