HK Company Law_Simplified Chinese English

He need not cause his company to suffer any loss and

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Directors must prevent a conflict between his interests and his company’s interests. He need not cause his company to suffer any loss and need not be dishonest towards his company. Lord Russell: “(Director’s) liability arises from the mere fact that (personal) profit has been made (from his company while he is a director).” The director must then account to his company for the projects made. 从从 : 从从从从从从从从从从 从从从从从从从从,从从从从从从从从从,从从从从从从从从从从从从从从从,从从从从从从从从从从从从 Kishimoto Sangyo Co Ltd et al v Akihiro Oba et al [1996] 2 HKC260 (HK Court of Appeal) 11
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If the company is aware of and has given up a mature business opportunity, its director can then take advantage of this opportunity. His personal benefits obtained will not be a conflict of interest and he need not account to his company. ii. 从从从从从从从从从从从从从从从从从从 (Lee Tak Samuel v Chou Wen Hsein et al [1984] HKC 409 从从从从从从从从从从从从从从从 ) 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 To act in the company’s best interest, and not just the interest of some directors or shareholders, even if that is a 99% shareholder. iii. 从从从从从从从从从从从从从 To act for a proper purpose 从从 Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 Privcy Council on appeal from the Supreme Court of New South Wales, Australia 从从从从从从从从从从从从从从从 从从从从从从从从从从从从从从从从从从从“从从从从”从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 In this case a director issued shares to make the minority shareholder become the majority. This was held as an improper purpose, even if the director did this out of good faith believing that the minority shareholder is more capable than the majority shareholder in leading the company. The issued shares were cancelled by the court and the minority shareholder could not become the majority shareholder. e. 香香香香香香香香香香香香香香Directors’ duties under Co. Ord 从从从从从从从从从从 : 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 ( 从从从从从从从从从从从从从) 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. (从从从从从从从从从 ) 8. 香香香香香 Shareholders Authority a.
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  • Fall '12
  • AlexLau
  • Corporation, managing director, executive Director, Non-executive director

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