Financial Markets in Hong Kong Law and Practice,9780199290789

Financial Markets in Hong Kong Law and Practice

by ; ; ; ; ;
ISBN13: 9780199290789
ISBN10: 0199290784
Format: Hardcover
Pub. Date: 2006-06-01
Publisher(s): Oxford University Press
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Summary

This is an essential text for anyone working in the financial markets in Hong Kong. The book, written by a team of market professionals and academics associated with the Asian Institute of International Financial Law of the University of Hong Kong, provides a comprehensive review of the regulation of Hong Kong's financial markets

Author Biography


Dr Berry Hsu is the Associate Professor in Law in the Department of Real Estate and Construction at the University of Hong Kong Professor Douglas Arner is the Associate Professor in the Faculty of Law at the University of Hong Kong Professor K-S Tse is the Associate Professor of Finance in the School of Economics and Finance at the University of Hong Kong Mr Syren Johnstone is the Business Development Director at d'Oz International Pte Ltd Mr Laurence Li is the Director of Corporate Finance at the Securities and Futures Commission in Hong Kong Mr Paul Lejot, Visiting Fellow, Asian Institute of International Financial Law, Faculty of Law, University of Hong Kong

Table of Contents

Table of Cases xix
Tables of Legislation and Regulatory Rules xxi
List of Abbreviations xxxvii
Authors and Consulting Editors xlii
Introduction xliv
I THE FRAMEWORK OF HONG KONG'S FINANCIAL MARKETS
1. Hong Kong's Financial Markets
A. Overview of Financial Markets in Hong Kong
(1) Linked exchange rate
(2) Banking and foreign exchange
(3) Equity
(4) Debt
(5) Insurance
(6) Derivatives
B. Development and Characteristics of Hong Kong's Financial Markets and Institutions
(1) The nature of financial markets
(2) Evolution of Hong Kong's financial markets
(3) How sophisticated a market is Hong Kong?
(4) The gaming nature of financial markets
(5) Ethical issues
(6) Elements of fairness
(7) Unfair bargaining in financial markets
C. Hong Kong as Asia's Financial Centre
(1) The financial services industry in Hong Kong
(2) China's international financial centre
(3) Hong Kong and finance in Asia
(4) Global financial markets and the role of Hong Kong
2. Financial Law and Regulation
A. Foundations of Hong Kong's Financial Markets
(1) Economic, governance, and legal systems
(2) Company law and corporate governance
(3) Property rights
(4) Insolvency
(5) Financial information
(6) Market integrity
(7) Taxation
B. Financial Law and Regulation
(1) Central banking, banking, and the HKMA and the HKAB
(2) Securities, the SFC, and HKEx
(3) Insurance and the OCI
(4) Pensions and the MPFA
(5) Financial conglomerates
C. Conclusion
II REGULATION OF INTERMEDIARIES, PRODUCTS, AND SERVICES
3. Regulation of Financial Intermediaries, Products, and Services
A. Intermediaries, Products, and Services: Markets and Regulation
(1) Regulation of financial products and services
(2) Regulation of financial intermediaries
B. Financial Products and Services
(1) Banking
(2) Securities and related financial products
(3) Insurance
(4) Funds and related products and services
(5) Money laundering and terrorist financing
C. Financial Intermediaries: Licensing and Authorization
(1) Banks
(2) Securities firms
(3) Securities market infrastructure providers
(4) Insurance companies
(5) Other intermediaries
D. Financial Intermediaries: On-going Requirements and Compliance
(1) Banks
(2) Securities firms
(3) Securities market infrastructure providers
(4) Insurance companies
E. Financial Intermediaries: Insolvency and Exit
(1) Banks
(2) Securities firms
(3) Insurance companies
F. Conclusion
4. Public Offerings and Listings of Company Shares
A. Offering Shares to the Public
(1) Private and public companies
(2) Non-Hong Kong companies
B. Listing of Company Shares
(1) The function of regulation
(2) Alternative market
(3) Methods of listing
(4) Rationale for listing
(5) Listing process
(6) Non-Hong Kong issuers
(7) Importance of the Listing Rules
(8) Growth Enterprise Market
C. Regulation of Sponsors and Compliance Advisers
(1) Sponsors
(2) Compliance advisers
D. Prospectuses and Related Liabilities
(1) Listing documents and prospectuses
(2) Contents
(3) Production process
(4) Supplementary offering documents
(5) Prospectus liability
E. Post-listing Events, On-going Requirements, Suspension, and De-listing
(1) Stabilization
(2) New share issues
(3) Share repurchases
(4) Minimum public holding
(5) Suspension of trading
(6) Cancellation and withdrawal of listing
F. Conclusion
5. Financial Derivatives
A. Sources and Uses
(1) Classification
(2) Instrument types
(3) Uses
(4) Risks and risk management
(5) Regulatory background
B. Exchange-traded Derivatives in Hong Kong
(1) HKEx activity and principal contracts
(2) Margin requirements
(3) Risk management controls
(4) Regulatory framework
(5) Investor protection
C. OTC Derivatives and Hong Kong Regulatory Oversight
(1) Swaps and structured transactions
(2) Documentation and the role of ISDA
(3) Credit derivatives
(4) Regulatory framework
III CORPORATE AND MARKET CONDUCT
6. Corporate Conduct and Governance
A. The Topic of Corporate Governance
(1) Responses to a problem
(2) Market integrity
B. The Corporate Governance Framework in Hong Kong
(1) Common Law and equity
(2) Statutory framework
(3) Constitutional documents of the company
(4) Regulatory rules
(5) Other sources
(6) Non-Hong Kong companies
C. Directors and the Board
(1) Ambit of 'director'
(2) Common Law and equity
(3) Statutory framework
(4) Regulatory rules
D. Shareholder Rights
(1) Common Law and equity
(2) Statutory framework
(3) Constitutional documents of the company
(4) Regulatory rules
E. Disclosure and Transparency
(1) Statutory framework
(2) Regulatory rules
F. Notifiable and Connected Transactions
(1) Transactions noteworthy due to their size: notifiable transactions
(2) Transactions noteworthy due to their nature: connected transactions
(3) Determining percentage ratios
(4) Transactions concerning subsidiaries
(5) Requirements for notifiable transactions
(6) Requirements for connected transactions
(7) Discretionary powers
G. Conclusion
7. Takeovers and Mergers
A. The Code on Takeovers and Mergers
(1) Scope
(2) General principles
(3) Administration and enforcement
B. Takeover Structures
(1) Full offers
(2) Partial offers
(3) Reverse takeovers
C. Offers
(1) Definitions
(2) When does an offer first arise?
(3) Requirements in making an offer
(4) Types and terms of offers: Nomenclature
(5) Chain principle
(6) Revising offers
(7) No withdrawal
(8) Offer timetables
(9) Convertible securities, warrants, and options
D. Mandatory Offers
(1) Events triggering a mandatory bid obligation
(2) Nature of offer required
(3) Dispensations
(4) Whitewash
E. Announcements
(1) Announcements prior to the offer announcement
(2) The offer announcement
(3) Announcements during the course of an offer
(4) No intention announcements
F. Involvement of Other Parties
(1) Acting in concert
(2) Associates and associated companies
(3) Responsibilities of directors and others
G. Offer Price, Dealing, and Disclosure
(1) Offer price
(2) Dealing and disclosure
(3) Special deals
H. Conclusion
8. Regulation of Market Misconduct
A. The Legal Framework Regulating Market Misconduct
(1) Market misconduct
(2) The mental element in market misconduct
(3) The dual system of market misconduct: Civil and criminal
(4) The Market Misconduct Tribunal (MMT)
B. Minimizing Market Misconduct through Mandatory Disclosure
C. Insider Dealing
(1) The theoretical framework
(2) Criminalization of insider dealing
(3) Defences to insider dealing
D. Market Manipulation
(1) False trading
(2) Price rigging
(3) Disclosure of information about prohibited transactions
(4) Disclosure of false or misleading information inducing transactions
(5) Stock market manipulation
E. Fraud and Deception
F. Conclusion
IV THE INTERNATIONAL DIMENSION
9. The China Nexus
A. Opportunities in China Financial Services Business
(1) H-shares and red chips
(2) WTO/GATS
(3) CEPA
B. Financial Markets and their Regulation in Mainland China
(1) Overview of China's legal structure
(2) Financial law and regulation in Mainland China
C. Banking
(1) Development of Mainland banking institutions
(2) Development of banking laws and regulations
D. Securities
(1) Development of Mainland securities markets
(2) Structure of the Mainland securities legal system
(3) Mergers, acquisitions, and takeovers
E. Insurance
F. Conclusion
10. Globalization and Financial Regulation in Hong Kong
A. Financial Stability and International Competitiveness
B. Financial Regulatory Structure and Reform
C. Corporate Governance
D. Product Innovation
E. Financial Fraud and Misconduct
F. Conclusion
Index 493

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