Beruflich Dokumente
Kultur Dokumente
REGULATIONS
WEEK 4
Principles of relevant Hong Kong
Law & the Companies Ordinance
What is Law?
The study of law is called Jurisprudence
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Sources of Law
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Major Legal Systems
Court decisions become a part of the law through the creation of precedent
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Major Legal Systems
Code (Civil) Law attempts to exhaustively cover a complete system of laws
through a process of codification of rules: 1,2,3,4,5,6,…..
Concept dates back to ancient Babylon, the Roman Empire and Tang Dynasty
(624 AD) with modern origins in France, Germany and Switzerland
Used in Continental Europe, Japan, South Korea and Macau. Also Quebec in
Canada and Louisiana in the USA
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Major Legal Systems
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Major Legal Systems
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Hong Kong Legal System
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Hong Kong Legal System
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Hong Kong Legal System
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The Basic Law - HKSAR
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System Divisions
Criminal law deals with serious offences which are deemed to offend
against the public at large and which are punishable by fines and or
imprisonment: i.e. murder, assault, theft, as defined by law,…
Civil law (not to be confused with code law systems) provides remedies
for individuals or businesses that have suffered some wrong by the
actions of another person or persons
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Criminal Law
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Civil Law divides into several
divisions
Civil law is not primarily designed to punish
The standard of proof is much less stringent “on the balance of probabilities”.
How would a reasonable man interpret the issue and decide? No question of
guilt
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Contract Law
An act or forbearance or the promise thereof is the price for which the
promise of the other is bought and a promise thus given is legally
enforceable
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Law of Agency
In which one party may act on behalf of another (the principal) and bind that
principal as long the authority to act is not exceeded
The agent is said to be a fiduciary - a person who owes another person duties of
good faith, trust, confidence, honesty and care
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Law of Tort
A tort is a civil wrong of which there are many types
Nuisance
Deception
Negligence
Misrepresentation
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Employment Law
Employment Ordinance
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Other Divisions of Law
Law of Property
Inheritance Law
Family Law
Administrative Law
Constitutional Law
Law of Evidence
Immigration Law
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Hong Kong Court System
The Court of Final Appeal (Privy Council before 1997)
The High Court – Court of Appeal – hears appeals in all civil and criminal
cases arising from proceedings of the Court of First Instance
The District Courts – hear more serious cases criminal cases (excluding
murder, manslaughter and rape) and civil cases up to HKD1M
The Magistrates’ Courts – deal with the least serious criminal cases
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Hong Kong Forums
Administrative tribunals are sometimes created by Government to speed up
the legal process which can be slow through the Courts
Tribunals require less strict levels of proof, are less formal and faster
Generally efficient but the element of privacy can lead to the public interest
not been served
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Company Ordinance
Companies Ordinance
(CO)
A company is an artificial legal person created by an act of law. It has
the power to contract, sue and be sued and own property
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Company Types
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Constitution
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Share Capital
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Share Capital
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Debentures
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Corporate Governance
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Meetings
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Resolutions
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Powers of Shareholders
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Shareholder Protection
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Minority Protection
Court will generally not interfere in internal matters. The is the principle of majority power but it cannot be
abused. The CO provides additionally certain safeguards for minorities:
Members with 5% paid up (voting) capital may requisition a meeting if directors fail to do so
100 members or 10% of ordinary shareholders may ask the Financial Secretary to appoint an investigator
into company’s affairs
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Further Protection
To bring a derivative action when the wrongdoers are in control and it is not possible to
bring an action in the company’s name
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Directors and Officers
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Directors and Officers
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Qualifications of Directors
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Powers of Directors
The general powers to manage the business are vested in the directors
Directors are not bound by member resolutions. They may override shareholders
Directors are unwilling to act, or seek approval to act beyond their powers or act in
breach of their fiduciary duties
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Duties of Directors
Act bona fide (in good faith) for the benefit of the company
Not allow any conflict of interest between their duties as directors and their personal
interests
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Duties of Directors
They must also act with skill and care (reasonable man test):
Must exercise the skill that can be reasonably expected from a person of their
knowledge and experience
Are not required to give continuous attention to the affairs of the company
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Liabilities of Directors
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Company Remedies
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Relief for Directors
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Financial Arrangements
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Audits and Investigations
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Liquidations of Companies
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