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Developing a Hybrid Variant from Transplanted Roots: Hong Kong Corporate and Securities Law in the Service of a Chinese International Financial Centre

Centre for Financial Regulation and Economic Development Working Paper No. 10

62 Pages Posted: 17 Feb 2013  

David C. Donald

Chinese University of Hong Kong - Faculty of Law

Date Written: February 17, 2013

Abstract

This paper is a chapter of a larger study of Hong Kong law. It measures the quality of Hong Kong corporate and securities law against its unique characteristics and international functions. Hong Kong’s legal system was transplanted from Great Britain to a colonial port that was part of a larger colonial network. The transition of Hong Kong from a goods-trade-based entrepôt of the British Empire to an international financial centre of the People’s Republic of China has been accompanied by a large buildup of corporate and financial law and regulatory infrastructure. This has prompted a number of changes to the inherited law, but both this initial endowment and new law imported from the US and Commonwealth countries should be adapted to the risks present in Hong Kong – which are different from those in the UK, the US or Australia. Hong Kong must also continue to adapt to the new tasks presented by the rapidly changing Chinese economic and legal framework as well as competitive pressures from offshore markets like Singapore. This paper assesses the quality of Hong Kong corporate and securities law taking these variables into account, and finds that – while meeting many challenges well – it has in some respects adopted off-the-shelf, ill-fitting solutions while failing to adapt its tools to local needs, particularly with regard to the risks posed by controlling shareholders and foreign listed companies.

Keywords: Hong Kong, China, company law, corporate law, securities regulation, market quality

Suggested Citation

Donald, David C., Developing a Hybrid Variant from Transplanted Roots: Hong Kong Corporate and Securities Law in the Service of a Chinese International Financial Centre (February 17, 2013). Centre for Financial Regulation and Economic Development Working Paper No. 10. Available at SSRN: https://ssrn.com/abstract=2219894 or http://dx.doi.org/10.2139/ssrn.2219894

David C. Donald (Contact Author)

Chinese University of Hong Kong - Faculty of Law ( email )

Faculty of Law
6/F, Lee Shau Kee Building
Shatin, New Territories
Hong Kong
852 3943 1042 (Phone)
852 2696 1040 (Fax)

HOME PAGE: http://www.law.cuhk.edu.hk/en/people/info.php?id=10

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