The Financial Services and the Treasury Bureau has published conclusions in response to its second and third company law reform consultation papers. With regard to share capital and capital maintenance, the relevant conclusions document notes, inter alia, that the current requirement for authorised share capital will be removed. Companies will, however, be able to specify the maximum number of shares that can be issued in their Articles of Association. In the published conclusions for the second consultation, a partial codification of directors' duties is proposed. In order to clarify the law, a provision similar to Section 174 of the UK's Companies Act (2006) will be adopted with regard to directors' skill and care. A more complete codification, introducing an enlightened shareholder approach of the kind included in the UK's Companies Act (2006) by Section 172, was rejected. The document notes:
The consultation indicates that the idea of codifying the directors’ general duties remains highly controversial. Responses are highly divided save as the issue regarding the proposal to incorporate the 'enlightened shareholder value' concept into the duties of directors, which has received only limited support. It would be premature to go down the route of comprehensive codification at this stage. Nevertheless, we see some merit in clarifying the directors’ standard of care, skill and diligence as proposed by some respondents".
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