Landmark ruling on “insider dealing” in respect of overseas listed securities
Joseph Kwan
In its landmark judgment of 15 January 2016 (The Securities and Futures Commission v Young Bik Fung & Others, HCMP 2575/2010), Hong Kong’s Court of First Instance found that two solicitors and others had contravened the Securities and Futures Ordinance (SFO) by insider dealing in the shares of Asia Satellite Telecommunications Holdings Ltd (AsiaSat) and had engaged in fraud and deception in transactions involving Hsinchu International Bank Company Ltd (Hsinchu Bank) shares. As a result, the Court made an order against all the defendants to return the profits from those illicit dealings in the overseas listed shares (Hsinchu Bank) and to restore the counterparties to their pre-dealing positions in respect of AsiaSat. Full article »
First reported case under Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap 597)
KK Cheung
In what appears to be the first reported case under the Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap 597) (Ordinance), Hong Kong’s Court of First Instance dismissed the Defendants’ application to set aside an order for registration of a Mainland Judgment in Hong Kong. Full article »
Court of Final Appeal clarifies test for “change of intention” in respect of purpose for which property is held in determining whether profits tax is chargeable on disposal of property
Vivien Leung
In the recent judgment in Church Body of the Hong Kong Sheng Kung Hui and Hong Kong Sheng Kung Hui Foundation (the Church) v Commissioner of Inland Revenue (IRD), FACV 16/2015, the Court of Final Appeal (CFA) dismissed the IRD’s appeal to recover HK$180 million in profits tax from the Church. Full article »
Concept of “Undertakings” under the Competition Ordinance
Alex Cheng
The Competition Ordinance (Cap. 619) came into effect on 14 December 2015. The concept of “undertakings” is a fundamental one under this new Ordinance. The First Conduct Rule prohibits various conduct amongst undertakings which has the effect of harming competition in Hong Kong. The Second Conduct Rule regulates activities of undertakings with a substantial degree of market power. The Merger Rule seeks to prevent anti-competitive mergers amongst undertakings in the telecommunications market. Given the importance of the term “undertakings” in the Competition Ordinance, it is essential for corporations to fully understand the concept of “undertakings” in order to avoid violation of this new Ordinance. Full article »
The Modern Approach to Implying a Term into a Contract
Paul Kwan and Jean Lau
In the recent English Supreme Court decision, Marks and Spencer plc v BNP Paribas Securities Services Trust Company (Jersey) Limited and another [2015] UKSC 72 (the M&S Judgment), the Supreme Court clarified the law in relation to when a term may be implied into a contract. Although, not strictly binding in Hong Kong, it will be highly persuasive and has in fact already been applied in a Hong Kong Lands Tribunal case. Full article »
Recent publications
Another reminder that the sale of placing shares before completion may violate short selling restrictions
A Brief Guide to Setting Up a Business in Hong Kong