The Hong Kong Institute of Chartered Secretaries:
Board Representation of Minority Investors in Hong Kong Companies

Wednesday, April 15, 2015 | 6:45 pm to 8:15 pm
Presenter: Mr Timothy Loh, Founder and Managing Principal, Timothy Loh LLP

Minority investors in companies will often wish to secure board representation so as to ensure that the company in which they have invested is managed in a manner satisfactory to themselves. For private companies, such investors will often wish to negotiate rights to appoint directors but there are difficulties under Hong Kong law in ensuring that appointees are not removed. Join our firm's principal at this seminar hosted by the Hong Kong Institute of Chartered Secretaries.

Venue: To be confirmed
Registration Fee: HK$320 for HKICS members/students
HK$360 for non-members
Level: Intermediate
Language: English

Click here to register.


Topics to be covered

The division of power between the board and shareholders and how it may be altered

  • The reservation of certain matters to shareholders
  • The power to direct directors by special resolution
  • Shareholders rights when a board is deadlocked

Appointment of Directors

  • Common provisions and prohibited provisions
  • Appointment by shareholders and appointment by directors
  • Provisions in shareholders agreements regarding nominations
  • Entrenchment of rights in the articles of association
  • Personal rights of appointment and enforcement issues
  • Issues with using different share classes

Removal of Directors

  • Problems with overriding the Companies Ordinance provisions
  • Restrictions on removal in shareholders agreements
  • Issues with using different share classes
  • Problems with weighted shares
About the Firm

Founded in 2004, Timothy Loh LLP is an internationally recognized Hong Kong law firm focused on mergers & acquisitions, litigation and general financial markets and financial services matters. The firm is a leader in banking, financial regulation, corporate finance, capital markets and investment funds as measured by its rankings and those of its lawyers in leading independent editorial publications. The firm routinely acts for Fortune Global 500 companies. For more information, visit www.timothyloh.com.

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