Company Law: Powers and Accountability 2nd ed

Company Law: Powers and Accountability 2nd ed
Product ISBN: 9789888301300
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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.

1 The corporate person 
 2 The constitutional structure 
 3 The administrative structure 
 4 The powers of the corporate person
 5 Organisation of powers of management
 6 Corporate powers and third parties
 7 The exercise of powers by directors: rights and limitations
 8 The exercise of powers by the majority: rights and limitations
 9 Statutory limitations on exercise of powers: unfair prejudice
 10 Equitable restraints on powers
 11 Cross-border insolvency (new)
 12 Quality control: care, skill and diligence
 13 Board Fights (new) 
 14 Integrity control: Profiteering and self-dealings
 15 Connected transactions 
 16 Information for decision-making: the general meeting
 17 Meeting: its ordinary and legal meaning
 18 Convention and constitution of meetings
 19 The chairman and the conduct of meetings
 20 General meetings under the Ordinance
 21 The proxy system 
 22 Solicitation of votes, etc. 
 23 The principle of unanimous consent
 24 Decisions by circular resolutions
 25 The rule in Foss v Harbottle 
 26 The derivative action 
 27 The personal action 
 28 De facto and shadow directors 
 29 Disqualification of directors 
 30 Winding up: Just and equitable
 31 Winding up: Commencement to order