Articles: Company & securities law

SFC v Quincy Hui Kwong Hei & others
HK Court of First Instance, 11-Mar-2022
The court grants Mr Hui's application to amend his defence, adding a claim that even if he has been in breach of his duty (which is denied), the Articles of the company indemnify him under Cayman law.
Chong Hing Bank Ltd: privatisation by scheme of arrangement sanctioned
HK Court of First Instance, 18-Oct-2021
Citing a "lack of a meaningful response from the SFC", Justice Linda Chan appointed Winston Poon SC and Eva Sit SC as amici curiae (friends of the court) to opine on the meaning of Rule 2.10 of the Takeovers Code. In her judgment, this rule prohibits concert parties from voting at the court meeting, rather than simply requiring that their votes shall not be counted for the purposes of Rule 2.10. This is a different view that taken by Justice Jonathan Harris in the case of Cosmos Machinery Enterprises Ltd, but she regards his view as obiter (non-binding).
Cosmos Machinery Enterprises Ltd: privatisation by scheme of arrangement
HK Court of First Instance, 19-Jul-2021
The scheme was not approved by shareholders, but Justice Jonathan Harris addresses the issue of whether concert parties should be allowed to vote at the court meeting, with their votes being disregarded for the purpose of Takeovers Code Rule 2.10. He concludes that they should: "the Non-Prohibition View is the correct position… Had the necessary majority been obtained, the offeror concert parities shareholders’ votes would not have been counted for the purposes of determining whether or not Rule 2.10 had been satisfied."
Webb on "The Pulse" TV re access to Companies Registry data
RTHK, 30-Apr-2021
Open access to Companies Registry information serves the public interest, outweighing privacy concerns
South China Morning Post, 29-Apr-2021
An op-ed from Gordon Jones, former Companies Registrar.
Former Companies Registrar says HK's reputation will suffer if access to Companies Registry data is curbed
Apple Daily, 27-Apr-2021
HK's zealous anti-doxxing campaign could make it even easier to hide dirty money in the city
CNN, 20-Apr-2021
Webb on "Backchat" re HKIDs and the Companies Registry
RTHK, 13-Apr-2021
Government misled LegCo over HKIDs
A quick Sunday search using a single popular name finds 8 pairs of matching masked HKIDs in the Companies Registry. There must be hundreds or thousands of other such pairs on other names - yet the Government claimed on Friday that it could only find 8 in the entire database. (Updated 13-Apr). (12-Apr-2021)
Hong Kong Is giving itself another identity crisis
Bloomberg, 7-Apr-2021
Re China Medical Technologies, Inc.
HK Court of First Instance, 2-Oct-2015
Justice Jonathan Harris rules that the audit committee has no separate legal status from the company (of which its members are directors), and that the liquidator, having stepped into the shoes of the company, has the right to assert or waive privilege over documents held by Freshfields, which was appointed by the AC to investigate complaints.
PCPD statement on shelving legislative proposals on Companies Registry
HK Privacy Commissioner for Personal Data, 2-Apr-2013
HK drops new law restricting access to directors’ details
Bloomberg, 29-Mar-2013
HK plan to limit public data on directors put on hold
New York Times, 28-Mar-2013
Govt shelves company information plan
RTHK, 28-Mar-2013
Of privacy and opacity
Economist, 1-Mar-2013
HKID index suspended: A special message from our Founder
HKIDs and Government secrecy
Webb-site calls on Government to abandon plans to restrict access to HKIDs, and instead to promote their use as unique identifiers of individuals and eliminate their misuse as authenticators. A media exemption would imply media controls. We launch an index of HKIDs which are already on the web. The Companies Registry and Land Registry should tear down the pay-wall and provide open online access to all documents. (12-Feb-2013)
Webb in FCC panel discussion on Companies Ordinance
YouTube, 5-Feb-2013
Webb on "Backchat" re tunnel tolls and (at 45:30) directors' secrecy
RTHK, 30-Jan-2013
Fear, fury over HK corporate privacy proposals
CNN, 28-Jan-2013
HK's plans to protect corporate data spark backlash (video)
Reuters, 23-Jan-2013
HK reconsiders changes to corporate database
New York Times, 16-Jan-2013
Cayman Islands too far away? Just build your own
Bloomberg, 15-Jan-2013
HK journalists call for withdrawal of planned privacy law
Bloomberg, 10-Jan-2013
FCC letter of concern on a proposed change to the Companies Ordinance
Media release, 10-Jan-2013
HK Journalists Association strongly opposes withholding of directors data from public
Media release, 9-Jan-2013
HK moves to limit information on executives
New York Times, 9-Jan-2013
HK proposes law making it harder to identify directorsYour ID number is not a password
Bloomberg, 8-Jan-2013
See our article of 8-Nov-2010 for comments from us, and the Law Society, on why the Government should not be obfuscating ID numbers.
Re: New Smart Energy Group Ltd (0091) - capital reduction
HK Court of First Instance, 9-Oct-2012
Govt proposes to abolish headcount and put 10% objection rule into law for privatisations
HK Government, 29-May-2012
Success! This is what Webb-site proposed in our submission to LegCo on 12-Mar-2012. Now the Government and SFC have come around to this position, having earlier proposed to keep the headcount rule. We can now call off our "Project Decapitate", assuming the law is passed.
Decapitate the headcount
We make the case for abolition of the archaic and anarchic headcount rule in Schemes of Arrangement, which was brought into focus when we reported evidence of a vote-rigging scheme in the proposed PCCW privatisation in 2009. For once, the tycoons agree with us, but the Government seems afraid to take the lead. (12-Mar-2012)
Hong Kong gives nod to Hutt River
West Australian, 28-Jan-2012
Some like it Hutt, but others beg to differ
Sydney Morning Herald, 27-Jan-2012
HK recognises Principality of Hutt River
The HK Companies Registry seems prepared to register overseas companies incorporated in an Australian farm not recognised by the UN or any of its members. (21-Jan-2012)
Mimi Wong Kar Gee v Applied Development (0519) and her ex-husband
HK Court of First Instance, 30-Aug-2011
Ms Wong alleges that company funds were used to decorate the home of Mr Hung's alleged mistress and to employ her for a non-job. As a shareholder, she seeks access to company documents to investigate this, in the first case to be brought under s152FA of the Companies Ordinance since it came into force on 15-Jul-2005. The judge's liberal interpretation of this section provides encouragement to future activism, although he highlights a flaw in the law - it does not extend to documents of subsidiaries unless the parent has copies already.
Current issues in HK-listed corporate governance
A presentation by David Webb at a conference in HK. (27-May-2011)
Retail investor given community services order for false tradingManipulation mania
SFC, 30-Dec-2010
Another misguided prosecution of what others would call algorithmic trading. Nobody had to buy the warrants at the price Mr Chiu offered, or sell them at the price he bid, and all his bids and offers were binding. There's nothing false about it. For more, see our article "Manipulation Mania" at the second link.
Your ID number is not a password
There is a common misconception that HK identity card numbers are secrets, a misconception that Government is promoting by its policy actions, putting us on the road to increased abuse of the HKID and higher economic losses from fraud. To prevent this, the register of ID numbers and names should be published, after a transition to allow commercial abusers to stop abusing the ID for authentication. This article also looks at the unfulfilled potential of the Smart ID Card, including biometric authentication and electronic money. (8-Nov-2010)
Manipulation mania
What are markets really for? Does the law on market manipulation, and its enforcement, create unreasonable expectations from investors about the information in market prices, volumes and order queues? We say it does. It is time for the Government and SFC to review their approach and reset public expectations. We also look at shill bidding in auctions. (12-Jul-2010)
Multiple statutory derivative actions
David Webb responds to the Legislative Council's invitation for comments on proposed amendments to the statutory derivative actions regime. In its current form it is unlikely to be useful to public shareowners of listed companies, but we suggest how to improve it. We also call on the Administration and Legislators to get behind class actions, litigation finance and contingent legal fees. Justice is the friend of fair societies, and litigation is the path to it. (18-Apr-2010)
Companies Bill 2002
Hong Kong is proposing some changes to the Companies Ordinance. editor David Webb will be presenting a submission to the Legislative Council Bills Committee today, and you can read his submission online. We also look back at the glacial pace of reform since 1973. (15-Oct-2002)
Government Stock Market Intervention
A commentary on the Hong Kong government's controversial intervention in the local stock market, which began on 14-Aug-98. This article covers our various activities in this area in 1998-1999. was launched in Nov-1998. (31-Jan-1999)
Investor urges prosecution of Government
South China Morning Post, 16-Nov-1998
This article is from the South China Morning Post, 16-Nov-1998, regarding our correspondence with the SFC on the Government's market intervention.
Secrecy is the enemy of free-market philosophy
This letter, published in the South China Morning Post on 4-Sep-1998, estimated that the government had spent HK$120bn on its intervention. Later, on 26-Oct-98, the Government finally disclosed its holdings and that it had spent $118bn. (4-Sep-1998)
Our letter on the Government's market intervention
This letter was published in the South China Morning Post on 20-Aug-1998. (20-Aug-1998)
Yam rejects accusations of creating false market through manipulationOur letter
South China Morning Post, 20-Aug-1998
An article from the South China Morning Post regarding our letter of the same date.

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