06 June 2019
An eminent panel of legal practitioners and specialists came together on 3 June 2019 to discuss the effectiveness of the Hong Kong Companies Ordinance - 5 years after it was enacted - in a presentation entitled Happy 5.25 Birthday to the Companies Ordinance (Cap 622.)
The seminar was hosted by the Hong Kong Institute of CPA.
Thought leaders included:
DVC's Head of Chambers, John Scott QC, SC, JP;
Karen Ho, Consultant at the Companies Registry;
Francis Mok, Senior Solicitor, Trust and Company Service Providers, Companies Registry;
Ernest Lee, Technical Partner, Deloitte China;
Natalia Seng, Vice Chairman of Tricor Hong Kong and Offshore; Member, Tricor China Management Committee of Tricor Group/ Tricor Services Limited;
Dr. Davy Wu, Senior Lecturer, Department of Accountancy and Law, Hong Kong Baptist University; and
Professor CK Low, Associate Professor in Corporate Law, The Chinese University of Hong Kong Business School.
John focused on directors’ duties. He took the audience through seminal changes; notably the duty of care - which was previously based on common law principles. John explained that the new Companies Ordinance altered the position - as the duty of care is now a statutory one. The relevant section contained two limbs - which created both an objective requirement for compliance, and a second more onerous limb which set out a subjective standard for directors. The subjective standard essentially enables the court to weigh the director on his or her own merits. John examined the much-discussed tension between the two, how the hybrid approach played out in practice and he cited relevant case law to paint a portrait of the current position.
The 3 hour CPD accredited symposium was essentially a referendum on the proficiency of the newer Ordinance and it was geared to answer the following questions:
1. Did the key changes enshrined in Cap 622 translate into enhanced corporate governance and better regulation for Hong Kong?
2. Did it facilitate business and modernize the law?
3. Did it ensure the continued success of Hong Kong as an international finance centre of choice?
The speakers concluded that the new Cap 622 had given way to a changing slate of jurisprudence and had provided for greater clarity mirroring the approach taken in the UK and Australia.