The
Standing Committee on Company Law Reform has published its 2008/09 annual report: see
here (
pdf). The report highlights those matters considered by the committee over the past year as part of the
companies ordinance rewrite and the committee's recommendations in this regard. The committee has, for example, recommended that:
- the director's duty of skill, care and diligence should be codified
- all companies should have at least one natural person acting as a director
- reduction of capital should be permitted through a court-free procedure involving a solvency test
- the statutory derivative action should be extended to include multiple derivative actions, thereby bringing it in line with the shareholder's common law right to bring an action on behalf of the company following the decision of the Hong Kong Court of Final Appeal in Waddington Ltd v Chan Chun Hoo Thomas and others [2008] FACV 15/2007.
A draft Bill is expected next month.
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