The Court of First Instance has recently discussed the Court’s discretionary power in allowing private companies to be carved out from disqualification orders made against former directors of a listed company under s.214 of the Securities and Futures Ordinance (“SFO”). The Court retains discretion in deciding whether exemptions to disqualification orders should be granted in the circumstances. We discuss the principles and key factors considered by the Court in dealing with such carve-out applications below.

The Financial Services Regulatory (FSR) Momentum Monitor is a horizon-scanning tool enabling financial service providers to plan and prepare for coming developments across the jurisdictions in which they operate. Grouping upcoming changes into key business-relevant themes, the FSR Momentum Monitor highlights the extent and expected impact of upcoming regulatory intervention in multiple jurisdictions across the globe.

The Stock Exchange of Hong Kong Limited has amended its Listing Rules, including the Corporate Governance Code, to enhance the corporate governance framework and promote good governance among issuers. The amendments follow a consultation period and the conclusions drawn in the published Consultation Conclusions.

There has been a rise in cases in which The Stock Exchange of Hong Kong Limited suspends trading in issuers’ shares because they have failed to comply with Rule 13.24 of the Main Board Listing Rules. Rule 13.24 requires an issuer to maintain a sufficient level of operations and assets of sufficient value to support its operations to warrant the continued listing of the issuer’s securities. The Court of Appeal in China Trends Holdings Limited v The Stock Exchange of Hong Kong Limited [2021] HKCA 980 again upheld the Stock Exchange’s decision to suspend trading in an issuer’s shares pursuant to the equivalent of Rule 13.24 under the GEM Listing Rules. The Court of Appeal highlighted the court’s reluctance to interfere with the market regulators’ application of Rule 13.24 and clarified the application of this rule.

In five recent judicial review applications brought against the Securities and Futures Commission (SFC) and the Magistrate (HCAL 2132, 2133, 2134, 2136 and 2137/2018), the Court of First Instance dismissed challenges to the SFC’s decisions to seize and retain digital devices during its search operations. The Court has confirmed the…

As the 2019 Novel Coronavirus (COVID-19) continues to spread across the world, and governments and health authorities work tirelessly to defeat it, major economies, including China, are experiencing mounting pressure as consumer spending, production and investment are drastically curtailed due to virus-related risks. Subsequently many companies are therefore also facing…

The SFC’s continued clampdown on corporate fraud and misconduct The Securities and Futures Commission (SFC) has frequently emphasized its commitment to combatting corporate fraud and misconduct in recent years. Continuing with these efforts, in July 2019, the SFC issued a Statement on the Conduct and Duties of Directors when Considering…

Summary On 18 January 2019, The Stock Exchange of Hong Kong Limited (SEHK) published its consultation conclusions on proposed changes to the review structure for Listing Committee decisions, which largely adopts the proposals in the consultation paper with modification to the size of the new Listing Review Committee. The amended…

In Securities and Futures Commission v Yiu Hoi Ying Charles and Others (FACV5/2018), the Court of Final Appeal (CFA) handed down a landmark decision on the innocent purpose defence under section 271(3) of the Securities and Futures Ordinance (SFO). The CFA ruled that the respondents “used” the price sensitive information (PSI) when they sold…

Under the new Apology Ordinance, the evidence of an apology is not admissible in any judicial, arbitral, administrative, disciplinary and regulatory proceedings for determining fault or liability.