Dr Stefan Lo Cited by UK Supreme Court

Congratulations to Dr Stefan Lo whose articles (“Liabilities of Directors as Joint Tortfeasors” [2009] Journal of Business Law 109 and “Dis-attribution Fallacy and Directors’ Tort Liabilities” (2016) 30 Australian Journal of Corporate Law 215) were cited with approval by the UK Supreme Court in Lifestyle Equities CV v Ahmed [2025] AC 1, [2024] UKSC 17. The case concerned the issue of the circumstances in which a director of a company may be liable as an accessory in tort where the company is the main tortfeasor. A main thesis of the above articles from Dr Lo is that directors do not hold any special position by reason of being a director and that they, similar to employees or agents of a company, may be a joint tortfeasor with the company pursuant to the general principles of accessory liability and joint tortfeasors in tort law. Lord Leggatt SC agreed with this view in handing down his judgment (with which the other members of the Supreme Court agreed). Lord Leggatt SC (at para 35) adopted the terminology of “dis-attribution fallacy” as coined by Dr Lo (also referred to as a “dis-attribution heresy” by Campbell and Armour) – namely that it is a fallacy to suppose that attribution of acts of a director to a company necessarily results in dis-attribution of those acts from the director for all legal purposes. A number of Australian decisions have, in Dr Lo’s views, committed this fallacy. Lord Leggatt cited Dr Lo’s research on the Australian position (at para 71) and agreed with the view asserted by Dr Lo that to limit directors’ personal liabilities due to their acts being regarded as the company’s is incorrect. Earlier English cases had been moving towards this position as favoured by Dr Lo but there was also a suggestion by the English Court of Appeal that there remains a “constitutional exception” under which directors cannot be liable as joint tortfeasor with the company merely where their authorisation of the tortious act is done via their constitutional role in voting at a board meeting (MCA Records Inc v Charly Records Ltd (No.5) [2002] BCC 650, [2001] EWCA Civ 1441). Dr Lo argued that any such exception that effectively provides a ”safe harbour” for directors is inappropriate as a matter of both principle and policy. Lord Legatt SC agreed (at para 81).

HKU Law Welcomes Prof. James Zeng

Welcome to Prof. James Si Zeng, who joins the Faculty of Law as an Associate Professor.

Prof. Zeng works on corporate law, the Chinese legal system, and empirical legal studies. His independently authored works have appeared or will appear in highly selective peer-reviewed journals such as the American Journal of Comparative Law, American Business Law Journal, American Bankruptcy Law Journal, International Review of Law and Economics, European Business Organization Law Review, Journal of Environmental Law,  Journal of Corporate Law Studies, Peking University Law Journal(中外法學), Global Law Review(環球法律評論), Political Science and Law(政治與法律), and Hong Kong Law Journal, as well as leading student-edited law reviews such as the Columbia Journal of Asian Law, N.Y.U. Journal of Law and Business, University of Pennsylvania Journal of International Law, Berkeley Business Law Journal, Vanderbilt Journal of Transnational Law, and Review of Banking and Financial Law. His doctoral dissertation, State Ownership as a Substitute for Costly Regulation, was supported by the Oscar M. Reubhausen Fund at Yale Law School and is currently under contract for publication by Cambridge University Press. He has also conducted research on Chinese corporate law supported by the Early Career Scheme of the Research Grant Council of Hong Kong, China.

Professor Zeng graduated from Yale Law School with an LL.M and a J.S.D. degree. Prior to that Professor Zeng graduated from Peking University (LL.B., B.A. in Economics, Mphil in Law). He passed the National Judicial Examination of China and is admitted to the New York State Bar. Prior to joining HKU, he served as a tenured Associate Professor of Law, Convenor of the Faculty Seminar Series, Deputy Executive Director of the Center for Comparative and Transnational Law, and Deputy Director of the LLM Program at the Faculty of Law, Chinese University of Hong Kong.

Welcome the new Global Academic Fellow Dr Pangyue Cheng!

Welcome to Dr Pangyue Cheng who joined the Faculty of Law as a Global Academic Fellow. Dr. Pangyue Cheng is a legal scholar focusing on corporate law, financial regulation, and AI governance. Her research interests encompass institutional stewardship, corporate governance, sustainability, and AI regulation. Pangyue’s work explores the legal challenges companies face in a rapidly changing global environment, particularly how shifts in investor roles, technological advancements, and increasing sustainability demands shape corporate governance and regulatory practices. Her research has been published in international law reviews and peer-reviewed journals such as the Columbia Business Law Review and the European Business Law Review.

Currently, Pangyue’s research focuses on the intersection of corporate governance, sustainability, and technological innovation. She examines how institutional investors foster corporate responsibility and long-term value creation through ESG integration. Additionally, her research on AI governance addresses the opportunities and legal challenges that emerging technologies pose to corporate systems and governance frameworks.

Pangyue holds a Bachelor of Laws from Beijing Normal University, an LLM in Corporate and Financial Services Law, and a PhD from the National University of Singapore, where she researched institutional stewardship in Chinese listed companies. Her work on ESG integration and corporate sustainability was fully funded by the MacMillan Center for International and Area Studies at Yale University. She has been invited to share her research at esteemed institutions, including Yale University, Harvard University, the University of Michigan, the Edinburgh Centre for Commercial Law, the Society of Legal Scholars, and the American Society of Comparative Law.

Pangyue currently teaches China Company Law and Securities Regulation at the HKU Faculty of Law. She was a Fox International Fellow at Yale University and worked as a researcher on several projects at the National University of Singapore Law School. Before entering academia, she practiced law in mainland China and served as legal counsel for a listed AI company.

Emily Lee on Mutual Recognition and Assistance in Insolvency Proceedings across Mainland China and Hong Kong (Journal of Corporate Law Studies)

"The cooperation mechanism and legal harmonisation: analysing the past, present and future of mutual recognition and assistance in insolvency proceedings across Mainland China and Hong Kong, with insights from EU insolvency regulations"

Emily Lee

Journal of Corporate Law Studies

Published online: 26 May 2023

Abstract: This article examines the potential and challenges of the ‘Cooperation Mechanism’, a scheme introduced jointly by the Supreme People’s Court in China and the Government of the Hong Kong Special Administrative Region on 14 May 2021, for enhancing mutual recognition and assistance in insolvency proceedings. This article contends that the Cooperation Mechanism does not in itself constitute a formal mechanism for mutual recognition. To assess the impact of the Cooperation Mechanism, this article traces and analyses court decisions on recognition and assistance made before the implementation of the Cooperation Mechanism, and places them in contrast to those pursuant to or influenced by the Cooperation Mechanism. Additionally, it highlights a similar practice between Europe’s Brussels Convention of 1968 and two arrangements between Hong Kong and China prior to the Cooperation Mechanism, namely the 2006 Arrangement and the 2019 Arrangement, in carving out bankruptcy and insolvency proceedings, notwithstanding some technical differences.

New Book by Angus Young & Kai-Uwe Seidenfuss: A Concise Guide to Corporate Compliance Management (2nd Edition)

"A Concise Guide to Corporate Compliance Management (2nd Edition)"
Dr Angus Young & Dr Kai-Uwe Seidenfuss
Wolters Kluwer (HK) (formerly CCH)
Published in March 2023
228 pp.

Book Description: Compliance is more than operating within the boundaries of the law and regulations. It epitomizes the norms and the integrity of an organization, and it contributes to good business results. Rather than just knowing and following the respective requirements, compliance management covers a wide range of areas.

      Moreover, effective compliance does require professionals who understand regulatory obligations, who listen to the business, including but not limited to skilful educators, counsellors, governance professionals, accountants, and facilitators.

     While the first edition outlined the key concepts of compliance and looked at the area from serval perspectives, this second edition also covers new topics including: New ISO standards on compliance management systems; Practitioners’ perspectives and selective discussions on regulators in financial services sector; and Discussions on the Three Line Model as well as leadership and impacts of the use of technology in compliance.

       The updated edition is meant to be practical and structured to support the reader, with insights for those already in the profession and for those thinking of entering the field. 

Brian Tang on Independent AI Ethics Committees and ESG Corporate Reporting on AI (new book chapter)

"Independent AI Ethics Committees and ESG Corporate Reporting on AI as Emerging Corporate and AI Governance Trends"

Brian Tang

in Suanne Chishti, Ivana Bartoletti, Anne Leslie & Shân M. Millie (eds), The AI Book: The Artificial Intelligence Handbook for Investors, Entrepreneurs and FinTech Visionaries (1st Edition), (Wiley & Sons Limited, 2020), pp.180-185.

Introduction: This chapter explores two emerging trends relating to artificial intelligence (AI) governance of listed public companies that create and use AI in their services and products.

    First, the chapter explores independent AI ethics committees, which emerged from academic independent human research review committees, as corporate governance tools that can provide fascinating opportunities (Axon) as well as challenges (Google). 

    Second, the chapter expands upon environmental, social and governance (ESG) corporate and regulatory reporting relating to AI as a way forward for better explainability and accountability to investors, users and regulators alike regarding many of the AI “black boxes” being introduced... 

Wan, Chen, Xia & Goo on "Managing the Risks of Corporate Fraud: The Evidence from Hong Kong and Singapore" (HKLJ)

"Managing the Risks of Corporate Fraud: The Evidence from Hong Kong and Singapore" 
Wai Yee Wan, Christopher Chen, Chongwu Xia and Say H Goo
Hong Kong Law Journal
2018, Vol. 48, Part 1, pp. 125-166

Abstract: Since the Asian financial crisis of 1997, Hong Kong and Singapore have implemented reforms that promote independence and monitoring competency of the boards of directors of their listed companies. However, with the advent of the financial crisis of 2007/2008, a wave of fraud cases prompted the question as to the effectiveness of these reforms. Analysing a sample of 62 listed companies which were found to have committed fraud between 2007 and 2014 and comparing them against a matched sample of non-fraud companies, we found that fraud companies tend to combine the roles of chairman and chief executive officer (or they are close family members) and have fewer non-accounting finance experts on their boards. They were also likely to be overseas Chinese firms. Analysing the specific case studies of fraud, the reasons for the lack of effectiveness in the independent directors in preventing fraud are likely due to the difficulties in obtaining access to information in approving conflicted transactions, low threat of enforcement actions, their incentives to side with controlling shareholders and the challenges in regulating foreign listings.

New Book: The Making of the Modern Chinese State (Humphrey Ko)

The Making of the Modern Chinese State
Humphrey Ko
Palgrave Macmillan
2016, 258 pp.

Description: This text addresses the corporate causes of the collapse of the Qing Dynasty and the emergence of modern Republican China. Weaving together political, legal and business histories, it focuses on the key relationship between China, cement and corporations, and demonstrates how the particular circumstances of cement manufacturing in nineteenth- and early twentieth-century China serve to illuminate key aspects of Chinese political economy and illustrate the importance of legal frameworks in the emergence of industrial enterprises. Examining the centrality of legal personality in China’s historical story, seen from the angle of cement manufacturing corporations, it offers an alternative historical perspective on the making of the modern Chinese States and delves into the involvement of larger-than-life historical figures of modern China such as Yuan Shikai, Chiang Kai-shek and the revolutionary and the father of modern China, Sun Yat-sen, in the unfolding of these events.

Governance Structure Reform for Listing Regulation in Hong Kong (AIIFL Working Paper)

A Principles-Based Response to the Proposed Reform of the Governance Structure for Listing Regulation in Hong Kong

Syren Johnstone, Nigel Davis & Douglas W Arner

AIIFL Working Paper No. 19

November 2016

Abstract: The June 2016 joint consultation on listing regulation arises out of a renewed concern to ensure the Hong Kong market remains fit for purpose in meeting current and emergent challenges and demands. This paper undertakes an analysis of the consultation applying a law and principles based approach. This approach requires the listing regime to be suitable not only in view of market conditions but also in view of internationally accepted practices and standards concerning regulatory oversight. While it is recognized that regulatory evolution requires progressive innovation, the two new SEHK sub-committees envisaged by the joint consultation give rise to several areas of concern. The reasons for implementing the changes proposed are not well explained in the consultation and no clear case is presented as to why the sub-committee structure would provide improvements. Putting the SFC into a frontline decision-making role is problematic under the current statutory framework, and is not necessarily a forward moving step toward a system of statutory listing regulation. It implements changes that bypass legislative intent and renders certain statutory laws meaningless, it may subject the SFC to corporate laws that would impact on its ability to act as an independent regulator, and it would diminish regulatory accountability and clarity. The risk that the changes could be regarded as legislation by regulation would weaken, not strengthen, the SFC’s regulatory mandate over public listings. These problems run counter to the intent of the Proposal to improve listing regulation and carry the risk that Hong Kong’s governance of listings, particularly the role of the statutory regulator in it, would be at odds with international best practices. The conclusion of this paper is that progressing with the sub-committee proposal would not be a positive development unless and until the issues identified in this paper are properly addressed and resolved. It is suggested that a more holistic view of market development needs to be adopted that extends beyond the decision making mechanisms of the dual filing regime and identifies more precisely the specific issues that are problematic. Doing so would permit more targeted and sustainable oversight mechanisms to be developed.  Click here to download the full paper.

HKU Hosts IBA Law Students' Committee Conference 2016 on Financial and Corporate Law in Asia (16-17 July 2016)

The International Bar Association’s Law Students’ Committee is hosting a conference in partnership with the Law Society of Hong Kong and the Asian Institute of International Financial Law of the University of Hong Kong from 16-17 July 2016. This two-day conference will focus on the dynamics, development and topical issues of financial and corporate law in Asia. Discussions will be led by global legal experts and specialists in related fields in a series of lectures, panels and workshops.

    Delegates will be able to network with speakers, lawyers and other delegates during the reception at Lily & Bloom, the buffet lunches, and the coffee and tea breaks.

Conference Information

The lectures, panels and workshops will examine a series of topics, including: 

• Post-financial crisis banking regulation
• Tax avoidance and fraud 
• Competition law
• Corporate social responsibility
• Technology in the legal landscape
• Islamic finance
• International arbitration
• International qualifications 

There will also be a debating competition for law students only. 

Delegate Profile

Students interested in finance and corporate law (not only for law students), business students, academics and practitioners (including trainee solicitors and pupil barristers). Solicitors and trainee solicitors will be able to apply for CPD/CLE points.

     Please visit our website at http://www.ibanet.org/Conferences/conf749.aspx to register for the conference and to see our list of speakers.   Deadline for early bird registrations: 1 July 2016.

New Issue of Hong Kong Law Journal (Part 1 of 2016)

Hong Kong Law Journal

Vol. 46, Part 1 of 2016

Editor-in-Chief: Professor Rick Glofcheski

Associate Editor: Professor Albert Chen

Table of Contents

Focus: The Life and Future of British Colonial Sexual Regulation in Asia
Preface Lynette J Chua and Michael Hor	1
Trans* Individuals and Normative Masculinity in British India and Contemporary Pakistan Shahnaz Khan	9
The Wife as an Accomplice: Section 377 and the Regulation of Sodomy in Marriage in India Saptarshi Mandal	31
The Limits of Liberty: The Crime of Male Same-Sex Conduct and the Rights to Life and Personal Liberty in Singapore Jack Tsen-Ta Lee	47
Legacies of Exceptionalism and the Future of Gay Rights in Singapore Stewart Chang	71
Pride or Prejudice? Sexual Orientation, Gender Identity and Religion in Post-Colonial Hong Kong Amy Barrow and Joy L Chia	89
International Law and the Rights of Gay Men in Former British Colonies: Comparing Hong Kong and Singapore Carole J Petersen	109
Towards the Elimination of Prescriptive Sexual Regulation in Family Law in Singapore Leong Wai Kum	131
Asia and Oceania LGBTI Law Reform: Breaking the Log-Jam The Hon Michael Kirby AC CMG	151
ANALYSIS
A Commentary on Jetstar Hong Kong Airways Decision before the Air Transport Licencing AuthorityJae Woon Lee and Michelle Dy	175
ARTICLES
Interaction between International Standards and Domestic Constitutional Norms—A Case Study of the Chief Executive Election in Hong Kong Lin Feng	193
The Illegality Defence in Corporate Law Claims Against Directors and Officers Wai Yee Wan	225
Deconstructing Sponsor Prospectus Liability  Syren Johnstone, Antonio Da Roza and Nigel Davis	255
REVIEW ARTICLE
The Politico-Economic Context of Special Regional Autonomy: International and Constitutional Law Meets the Hong Kong Predicament Roda Mushkat	287
CHINA LAW
Practice and Theory of the Guiding Case System in China Yang Li	307
Lame-Duck Bankruptcy Institutions under Government Intervention in Reorganisation of Listed Companies in China (Part 1) Zhao Huimiao	339
BOOK REVIEWS
Board Accountability in Corporate Governance, Andrew Keay Lin Zhang	379

Eric Maskin to Deliver Inaugural Corporate Law and Governance Lecture

AIIFL-Companies Registry Corporate Law and Governance Distinguished Lecture Series

Mechanisms for Corporate

Decision Making

Inaugural Lecture by

Nobel Laureate Professor Eric Maskin

Adams University Professor, Harvard University

Monday, 22 February 2016
6:30 - 7:30 pm
Large Moot Court, 2/F Cheng Yu Tung Tower
Centennial Campus, The University of Hong Kong

Most corporations make decisions according to “weighted majority rule” -- shareholders’ votes are weighted by the proportion of shares they hold, and the majority gets its way.  One problem with this mechanism is that it cannot incorporate intensity of preference.  In this lecture, Professor Maskin explores alternatives to weighted majority rule.

      Professor Eric Maskin is Adams University Professor at Harvard and a member of the AIIFL Academic Advisory Board.  He received the 2007 Nobel Prize in Economics (with L. Hurwicz and R. Myerson) for laying the foundations of mechanism design theory.  He also has made contributions to game theory, contract theory, social choice theory, political economy, and other areas of economics.  He received his A.B. and PhD from Harvard and was a postdoctoral fellow at Jesus College, Cambridge University.  He was a faculty member at MIT from 1977-1984, Harvard from 1985-2000, and the Institute for Advanced Study from 2000-2011.  He rejoined the Harvard faculty in 2012.

Online Registration here or via www.AIIFL.com to reserve a place.
Enquiry: Flora Leung at fkleung@hku.hk

Asian Institute of International Financial Law (AIIFL)
Faculty of Law, The University of Hong Kong

Ernest Lim on Corporate Law, Private Law and Instrumentalism

"Corporate Law, Private Law and Instrumentalism"
Ernest Lim
[2015] Lloyd's Maritime and Commercial Law Quarterly 541-574

Abstract: This article seeks to enrich our understanding of corporate law and private law. Deploying insights from the rights-based analysis in private law, this article argues that corporate law, in its instrumentalist conception, is unable to properly account for a defining feature of private law disputes, its bipolar structure consisting of the correlative and personality elements. Through a critical examination of certain corporate law cases, this article shows that the rejection of instrumentalist considerations by the rights-based thesis is unwarranted; it demonstrates how judges in private law disputes can accommodate instrumentalist considerations in a structured, coherent and restrained fashion.  Click here to download the full article.

Charles Lam and Say Goo on Confucianism's Application to Corporate China

"Confucianism and its Theoretical Application to the Corporate World in China"
Charles Lam and Say Goo

Company and Securities Law Journal
2015, Vol. 33, pp 332-340

Introduction: There has been a long history of socio-economic interactions and trade ties between China and Australia. With China’s economic miracle, it is all the more important to develop the country’s legal system and the underlying philosophy in order to support its high-speed development. In this respect, China can borrow the experience from well-developed common law systems such as that in Australia. In Hong Kong, the Basic Law of the Hong Kong Special Administrative Region provides that judges from other common law jurisdictions may be invited to sit on the Court of Final Appeal to enrich the local court system and the development of its jurisprudence. One remarkable example is the appointment of Sir Anthony Mason, a former Chief Justice of the High Court of Australia, as one of the first non-permanent judges of the Hong Kong Court of Final Appeal. 

      On the other hand, in doing business with China, it is essential to know about the Chinese way of doing business and the deep-rooted logic and reasoning grounded in Confucianism in order to achieve a win-win commercial partnership. In addition, with an increasing number of Chinese people studying and living in Australia, there is a large pool of talented people who are interested to appreciate the importance between Confucianism and the commercial world. When it comes to ethics, instead of taking an abrupt or revolutionary approach, it is better to develop the system through an orderly and gradual progress according to the culture fit theory as analysed in this note. A stable and sustainable development in China is conducive not only to the interest of Chinese people, but to the sustainability and prosperity of the neighboring countries in this region, including Australia. 

      This note examines the historical development of Confucianism in China and discusses the insightful teachings of Confucius, Mencius, Xunzi and the Neo-Confucian scholars in the Song Dynasty. Against this historical backdrop, we then discuss the possible revival and application of Confucianism in China in light of the culture fit theory, path dependence theory and institutional theory with a view to restore the corporate world order in China based on Confucianism.  Contact the authors for a copy of the article. 

New Publication on UK Directors' Disqualification Regime

"Directors' duties and liabilities: Disqualifying ‘unfit’ directors at banks? Political rhetoric and the directors’ disqualification regime"
John Lowry and Rod Edmunds

in Iris H-Y Chiu (ed), The Law on Corporate Governance in Banks

Edward Elgar, 2015, pp 75-98

Abstract: The purpose of the chapter is to assess the general scope of the UK’s directors’ disqualification regime, particularly section 8 of the Company Directors Disqualification Act 1986 which provides for the disqualification of ‘unfit’ directors. The shortcomings of the regime are assessed together with the current proposals for its reform which are prompted by the desire to facilitate the disqualification of errant senior bankers such as those who captured the attention of the media and, therefore, the wider public. The most prominent amongst these are HBOS’s Andy Hornby, Sir James Crosby and Lord Stevenson, together with the former CEO of the Royal Bank of Scotland (RBS), Fred Goodwin. The chapter first considers the particular circumstances which led to the taxpayers’ bailout of the RBS and HBOS. The focus here is on the culpability of the senior executives of both institutions rather than upon the other contributing factors, such as the shortcomings of the regulatory regime, which led to the failure of the banks. The aim is to show that in the light of what happened in RBS and HBOS, the current timidity over the initiation of disqualification proceedings under section 8, seemingly prompted, as will be seen, by misgivings over whether there is sufficient evidence against the directors to at least establish a prima facie case, may be far too pessimistic. Second, it assesses the jurisprudence surrounding disqualification on the ground of ‘unfitness’. It will show that the substantive terms of this basis for disqualification contains ample scope to address the conduct of senior executives at HBOS and RBS, not least because the courts have refused to strait-jacket the test of unfitness with rigid categorisations. It concludes by considering recent political initiatives aimed at providing alternative routes for holding senior bankers liable for reckless behaviour.  Professor Lowry is Chair of Commercial Law.

AIIFL and Companies Registry Sign Agreement on Corporate Law and Governance

Registrar of Companies, Ms Ada Chung and AIIFL Director, Prof Say Goo

The Asian Institute of International Financial Law (AIIFL) and Companies Registry (CR) recently signed a landmark agreement for sponsorship of the AIIFL-CR Distinguished Visiting Professorship and Corporate Law and Governance Lecture Series. The sponsorship will bring to AIIFL world renowned corporate law scholars to collaborate with members of AIIFL and to deliver cutting edge lectures on Corporate Law and Corporate Governance issues that are pertinent to Hong Kong and the world. AIIFL has over the years collaborated with the Companies Registry. The agreement marks the beginning of another era of collaboration and co-operation.

New Issue of Law Faculty's SSRN Legal Studies Research Paper Series

Vol. 4, No. 5: Aug 14, 2014

Table of Contents Introduction to the Hong Kong Basic Law Danny Gittings, College of Humanities and Law, School of Professional and Continuing Education, University of Hong Kong, Faculty of Law, University of Hong Kong Can the Hong Kong ICAC Help Reduce Corruption on the Mainland? Bryane Michael, University of Hong Kong Faculty of Law, University of Oxford, Columbia Law School - Centre for the Advancement of Public Integrity Sponsors’ Prospectus Liability in Initial Public Offerings in Hong Kong Ernest Lim, University of Hong Kong - Faculty of Law Unreasonable Refusal to Mediate: The Need for a Principled Approach A. K. C. Koo, University of Hong Kong - Faculty of Law A Bolder Step Towards Privacy Protection in Hong Kong: A Statutory Cause of Action Jojo Mo, City University of Hong Kong (CityUHK) A. K. C. Koo, University of Hong Kong - Faculty of Law Lessons for the US System of Financial Arbitration: A Responsive Empirical Exploration of Arbitration and Ombudsman Services Shahla F. Ali, Deputy Director, Program in Arbitration & Dispute Resolution, University of Hong Kong Judicial Construction of Hong Kong's Basic Law: Concerns, Organization and Findings P. Y. Lo, University of Hong Kong