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Introduction In
Hong Kong,留学生论文代写the most striking innovation of the Companies (Amendment) Ordinance 2004 is the creation of a new statutory derivative action.1Sections 168BA-168BK of the Companies Ordinance came into operation on July 15, 2005, introducing for the first time into Hong Kong company law anew statutory derivative action. The new remedy is based on models provided by the existing Commonwealth legislation. It confers a statutory right on a member of a company (wherever incorporated) to bring an action on behalf of the company, or to intervene in existing proceedings to which the company is a party.2The statutory derivative action is designed to address the inadequacies of the common law derivative action3and to provide an effective mechanism by which shareholders could protect themselves.4It is intended that statutory clarification of the derivative action would remove uncertainties, and would create a valuable tool to enhance corporate governance and maintain investor confidence.5

This two-part article seeks to critically assess the effectiveness of the new statutory derivative action from a comparative law perspective. The remit of this article does not permit a detailed analysis of the existing law governing the common law derivative action. It will be assumed that the inadequacies of the common law action are generally agreed and that the case for reform is well made. This article will first outline the role of the statutory derivative action as a contemporary tool of corporate governance. It will then examine the new statutory regime for derivative actions, identify areas in which the reforming legislation is potentially deficient, and explore ways to improve the new statutory remedy. Although it is not the intention of this article to review the merits of different approaches another jurisdictions, a comparative element is needed as useful lessons can be learnt from informed comparisons. In the discussion which follows, particular reference will be given to the statutory derivative actions in Australia, Canada, the United Kingdom and other Commonwealth jurisdictions in order to put the Hong Kong procedure in a comparative context.

The https://www.51lunwen.org/liuxuelunwendx/role of the statutory derivative action
The common law derivative action, the use of which is governed by the “fraud on the minority “exception to the rule in Foss v Harbottle, 6had long been seen as a substantial impediment to minority shareholders seeking to enforce a cause of action vested in company.7The doctrine has-been under attack for many years from both the judiciary and legislature, and although its effects have been mitigated it remains intact.

After 50 years of reports, legislation and academic debate throughout the Commonwealth, 8manyjurisdictions are looking into giving more avenues for minority shareholders to initiate derivative actions, by either introducing or considering the introduction of the statutory derivative action. Statutory derivative action can be found in the United States, Canada,9Australia,10New Zealand,11Singapore12and the United Kingdom.

The objective of the codification of the common law derivative action in Canada was to abrogate the restri本论文由英语论文网提供整理，提供论文代写，英语论文代写，代写论文，代写英语论文，代写留学生论文，代写英文论文，留学生论文代写相关核心关键词搜索。