ACCT 7270 HK Class Lecture 2 (Jan- Mar 12-13)

The share issue was challenged by one of the majority

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The share issue was challenged by one of the majority shareholders. It was held The board had acted with an improper purpose, albert honestly and within its powers, and that the issue of shares to the bidder should be set aside.
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Directors’ Fiduciary Duties A provision in the articles to exempt or limit officers’ duties is void (s.165). The negligent director must bear legal responsibility for his actions. But the company can purchase a professional indemnity insurance for the officers. ( 香港董事学会网址︰ www.hkiod.com) 《公司条例》165条 : 公司内部(例如章程内)对高级职员的任 何免责条款都是无效的,董事疏忽必须对后果负责 . ( 但公司可替职员购买专业保险 ) 2013/2/18 2 6
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Directors’ Fiduciary Duties in China’s Company Law (art. 149) 2013/2/18 27 No director or senior manager may have any of the following acts: (1) Misappropriating funds of the company; (2) Depositing the company's funds into an account in his own name or in any other individual's name; (3) Without the consent of the shareholders' meeting, shareholders' assembly or board of directors, loaning the company's fund to others or providing any guaranty to any other person by using the company's property as in violation of the articles of association; (4) Signing a contract or trading with this company by violating the articles of association or without the consent of the shareholders' meeting or shareholders' assembly; (5) Without the consent of the shareholders' meeting or shareholders' assembly, seeking business opportunities for himself or any other person by taking advantages of his authorities, or operating for himself or for any other person any like business of the company he works for; (6) Taking commissions on the transactions between others and this company into his own pocket; (7) Disclosing the company's secrets without permit; (8) Other acts that are inconsistent with the obligation of fidelity to the company. The income of any director or senior manager from any act in violation of the preceding paragraph shall belong to the company.
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中国公司法所规定的董事责任 (第 149 条) 详细列举了公司法禁止的 7 大失信行为: 1. 挪用公司资金; 2. 将公司资金以其个人名义或以其他个人名义开立账户存储; 3. 违反公司章程的规定,未经股东会、股东大会或者董事会同意, 将公司资金借贷给他人或者以公司财产为他人提供担保; 4. 违反公司章程的规定或者未经股东会、股东大会同意,与本公 司订立合同或者进行交易; 5. 未经股东会或者股东大会同意,利用职务便利为自己或者他人 谋取属于公司的商业机会,自营或者为他人经营与所任职公司 同类的业务; 6.
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