HK Commercial and Entities Law

Course aim

To provide an understanding of Hong Kong commercial and corporations law for business professionals.

Course content

The main features of the legal system and law in Hong Kong and its development.
The key points of contrast and similarity between the Australian law of contract and law of agency as compared to that which applies in Hong Kong. Definition and characteristics of partnerships, formation of partnerships, and relations of partners inter se and fiduciary obligations. The role of the Companies Ordinance in the Hong Kong legal system; the history of company law leading to the development of the modern limited liability company; the system of legislation. The incorporation process, the separate entity theory; the corporate constitution.
The legal position of persons dealing with the company; pre-incorporation contracts; promoters and their obligations to the company; corporate liability for the acts of officers; corporate contracting; management contracts with the company. Regulation of public offerings; liability for misrepresentation in fundraising documents (if public companies covered). Capital structure and dividends. Corporate governance. Company directors, officers and controllers; common law, equitable and statutory duties. Shareholders’ rights and obligations; common law, equitable and statutory remedies.

Textbook(s)

Vanessa Stott 2011, Hong Kong Company Law, 13th edn, Longman Education, Hong Kong

Prerequisite(s)

Assumed Knowledge: LAWS 1002 Introduction to Law or COML 1001 Foundations of Business Law

Corequisite(s)

Nil

Teaching method

Note: These components may or may not be scheduled in every study period. Please refer to the timetable for further details.

Assessment

Assignment, Written examination

Fees

EFTSL*: 0.125
Commonwealth Supported program (Band 3)
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Fee-paying program for domestic and international students
International students and students undertaking this course as part of a postgraduate fee paying program must refer to the relevant program home page to determine the cost for undertaking this course.

Non-award enrolment
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* Equivalent Full Time Study Load. Please note: all EFTSL values are published and calculated at ten decimal places. Values are displayed to three decimal places for ease of interpretation.