Commercial Entities Law of Hong Kong

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 company). Capital structure and dividends. Company Liquidation and Takeovers.  Corporate governance. Company directors, officers and controllers; common law, equitable and statutory duties. Shareholders’ rights and obligations; common law, equitable and statutory remedies.

An overview of external regulatory bodies of corporations in Hong Kong.

Textbook(s)

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

Prerequisite(s)

Assumed Knowledge: COML 1001 Foundations of Business Law or LAWS 1018 Business Law.

Corequisite(s)

Nil

Teaching method

Component	Duration
INTERNAL, OFFSHORE, HONG KONG BAPTIST UNIVERSITY
Workshop	3 hours x 10 weeks

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 4C)
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Fee-paying program for domestic and international students
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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.