LW5962 Law relating to Business and Companies

Semester A 2018-19
Course Manual

Teaching team

Course Lecturers

Dr. Peter Chan – ​pchchan@cityu.edu.hk

Dr. Yu-Hsin Lin - ​yuhlin@cityu.edu.hk

Reference texts:

Stott, V, Hong Kong Company Law, (14​th​ ed, 2015) Pearson, HK.

Assessment

Research Assignment: 50%

⼼心川
3-hour limited open book exam:* 50%

[*students may bring one A-4 page into the examination venue with handwritten notes]

RESEARCH ASSIGNMENT (50%)

Students will be required to complete a 2,000 word (including footnotes) research assignment during
the semester. ​This Research Assignment will be due no later than 6:00 pm by Monday 29 October
2018.

Lyuaniwtnturthg.ch
This represents 50% of the final mark. No extension to the deadline will be granted. Late assignments
will result in one sub-grade deduction per day. No assignment will be accepted after 5 November
2018.

Note: the research assignment questions will be posted on Canvass by the end of Week 2
week

EXAMINATION (50%)

The remaining 50% of assessment is in the form of an open book examination held at the end of the
semester during the normal examination period.

It will be a 3-hour limited open book examination. It will test students’ ability to apply legal
principles to problem style questions on topics not covered in the assignment.

1
Legislation

A. The law governing companies is the ​Companies Ordinance (Chapter 622) (​CO​),
which came into operation on 3 March 2014.
B.
C. The CO consists of 921 sections and 11 Schedules.
D.
Cases

You are encouraged to study the leading case authorities carefully.

Online Resources:

1. Judgments and Legal Reference of Hong Kong Judiciary

(available at ​http://www.judiciary.gov.hk/en/legal_ref/judgments.htm​)

2. Department of Justice: Bilingual Laws Information System

(available at ​http://www.legislation.gov.hk/eng/index.htm​)

3. Hong Kong Legal Information Institute: Free access to legal information in Hong
Kong (available at ​http://www.hklii.org/​)

2
Lecture timetable

LECTURE TOPIC

Week 1 HK Legal System

Week 2 Introduction to Contract & Tort

Week 3 Business Organization

Week 4 Exceptions to Corporate Personality

Week 5 Corporate Constitution and Contractual effect and alteration of corporate constitution

Week 6 Directors and Directors’ Duties (I)

Week 7 (a) Directors and Directors’ Duties (II); (b) Company Meetings

Week 8 Share Capital of a company

Week 9 Loan Capital

Week 10 Liquidation

Week 11 Majority Control and Minority Protection

Week 12 (a) Auditors and Company Accounts / (b) Takeover/ (c) External Regulatory Bodies

3
Week 13 Revision lecture