Under the Companies Ordinance, directors have the authority to exercise all the powers of a company except for any powers specifically reserved for shareholders. If a director fails to fullfill their responsibilities, they may be liable to civil or criminal proceedings and could be disqualified from serving as a director. On the other hand, shareholders can pass resolutions during general meetings to restrict directors' powers if necessary. Therefore, it is essential to understand both the responsibilities of directors and the rights of shareholders.
In this seminar, we will discuss the rights and duties of directors and shareholders in Hong Kong companies as outlined in the Companies Ordinance.
Outline:
- Directors' duties and liabilities under common law and Companies Ordinance
- Conflict of interest of directors
- Discussion of selected cases on directors' duties
- Rights of shareholders generally
- Remedies available to minority shareholders
- Discussion of selected cases
Learning Outcomes:
1. Comprehend the legal duties and liabilities of directors under the Companies Ordinance, including consequences of non-compliance.
2. Recognize the rights of shareholders, including their ability to restrict directors' powers and seek remedies as minority shareholders.
3. Analyze case studies to understand the practical implications of directors' responsibilities and shareholder rights in corporate governance.
Who Should Attend:
Directors, shareholders, in-house counsels and compliance officers in Hong Kong companies |