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CPD/CPT Course:
Duties and Liabilities
of Directors of Companies
Listed in Hong Kong

Presented by
Mr. David A. Southern,
Justice Chambers

Duties and Liabilities of Directors of Companies Listed in Hong Kong
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Code: EVT000000178 Level: Intermediate
Date: 31 May 2017 (Wednesday) Language: English
Time: 14:30 - 17:45
(Reception starts at 14:00)
Accreditation(s): LSHK 3.0 CPD Points
(LSHK Allocated Number: 20171140)
SFC 3.0 CPT Hours
Venue: Request for Rerun:
Please Contact Us for Details
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Presenter's Profile:
Mr. David A. Southern

David is a British barrister based in Hong Kong.  He can appear on behalf of clients in courts and tribunals at all levels in Hong Kong in criminal and civil cases.  He was a pupil barrister at leading sets of barristers' chambers and a judge's marshal.  Before joining the bar David worked at international law firms Clifford Chance and Holman Fenwick Willan and qualified as a solicitor.

David was educated at prestigious Stonyhurst College in England.  He graduated with a law degree (LL.B) from the University of Liverpool and a Master's Degree in Maritime Law (LL.M) from Cardiff University.  David has also received the Post Graduate Certificate in Laws (PCLL) from the Chinese University of Hong Kong.

Course Outline:

This a comprehensive 3 hour CPD course on duties and liabilities for directors of listed companies in Hong Kong and will cover the legal and regulatory issues that arise during a directors tenure.  The course will discuss the legal and regulatory framework and the listing rules in Hong Kong that directors of listed companies must follow, from the duties under the Companies Ordinance, the common law duties and the Securities and Futures Ordinance ("SFO").  It will also cover how directors and officers liability insurance works.  We will look at liabilities under the SFO, including insider dealing and some of the major regulatory cases from Hong Kong.  There will be jurisdictional comparisons for illustrative purposes.

The course will cover the followings:

  • Introduction
  • Rules concerning directors, appointment, removal and other matters including remuneration
  • Recent reforms affecting directors duties
  • Legal framework for directors duties
  • Corporate Governance in Hong Kong
  • The Corporate Governance Code
  • Directors duties - fiduciary duties and the duties of care skill and diligence
  • Disclosure obligations under Part XV SFO
  • Potential liabilities under securities laws
  • Theft and fraud
  • Liabilities under winding up ordinances
  • Liabilities under anti-trust laws
  • Liabilities under Environmental and Health and Safety Ordinances
  • Other liabilities
  • Directors and Officers Liability Insurance
  • Transactions with directors and conflicts of interest (including market misconduct under Part XIII and Part XIV SFO)
  • Mismanagement of directors/Derivative actions
  • Responsibilities of directors relating to accounts
  • Directors and Company Secretaries
  • Conclusion

This course is supported by:  Kornerstone Limited
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