Corporate Governance

Overview

Robust corporate governance has become more important today not only in the interest of building a strong business franchise but also to meet regulatory standards and outside investor expectations. Listed companies, investment funds, private equity funded enterprises, joint ventures and regulated financial institutions in particular must put in place a governance framework which can enhance value and guard against inappropriate behaviour.

Our lawyers have broad ranging experience in corporate governance related matters, advising on issues such as board composition and board policies, director’s duties and liabilities, director nominations, independence issues, and internal controls. We have experience in assisting clients on compliance with regulatory obligations, whether arising under the Listing Rules of the Stock Exchange of Hong Kong or under statutory regimes such as those administered by the Securities and Futures Commission, the Hong Kong Monetary Authority and the Insurance Authority.

Experience

  • Counsel to a start-up investment bank in relation to arrangements between the founding shareholders

Awards

( swipe left or right for more )
  • AsiaLaw Profiles

    Leading Practice

    Corporate / Mergers and Acquisitions

  • AsiaLaw Profiles

    "Recommended"

    Corporate / Mergers and Acquisitions

  • IFLR 1000

    Leading Practice

    Private Equity

  • IFLR 1000

    "Positively Ranked"

    Private Equity

  • AsiaLaw Profiles

    Leading Practice

    Private Equity

  • AsiaLaw Profiles

    Leading Practice

    Corporate / Mergers and Acquisitions

  • AsiaLaw Profiles

    "Recommended"

    Corporate / Mergers and Acquisitions

  • IFLR 1000

    Leading Practice

    Private Equity

  • IFLR 1000

    "Positively Ranked"

    Private Equity

  • AsiaLaw Profiles

    Leading Practice

    Private Equity

Insights

  • Directors Of Insolvent Companies: Managing the Risk of a Disqualification Order

    Directors of Hong Kong companies operate in an environment of personal liability – a liability that is brought into sharp focus where companies face financial difficulties. This liability may take not only the form of criminal or civil liability but also the form of a disqualification order, meaning an order to bar that director from being involved in the management of a company in the future. In this article, we explore the basis for a disqualification order and provide guidance for individual directors as to how they should conduct themselves in times of financial stress to avoid liability.

  • Personal Liability of Directors: Covid-19 and Trading in the Insolvency Zone

    The coronavirus (Covid-19) pandemic continues to amplify the damage to a Hong Kong economy already battered by political unrest and an evolving reset in the relationship between the U.S. and China. As Hong Kong companies come under increasing cashflow pressure, directors should be aware that if their companies approach insolvency, their duties are increasingly owed to the creditors of their companies rather than to the shareholders of their companies. Pressure from suppliers and other creditors to make payments can place directors in a difficult position of incurring personal liability. In this article, we explore some of the features of this liability..

  • Heightened Regulation of the Stock Market: What Directors of Listed Companies Need to Know

    The Securities and Futures Commission (“SFC”) and The Stock Exchange of Hong Kong Limited (“SEHK”) both shifted their enforcement strategies and priorities after the conclusion of their joint consultation in 2017 in relation to the regulation of listed companies. The SEHK has stepped up the number of investigations it conducts and the number of resulting sanctions has risen accordingly. At the same time, the SFC has adopted a more pro-active role in exercising its statutory powers to pre-empt corporate misfeasance.