A Long and Winding Road: The Making of New Companies Law in Hong Kong

Abstract

Nineteenth century English companies law has been one of the most enduring of legal institutions, and thanks to the reach of the old British empire, it made its way to the furthest corners of the world. Commonwealth countries used the U.K. Companies Act as model legislation, updating their own legislation, with a few years delay and some local variations, on a regular basis, in rhythm with revisions to the UK statute. But with the accession of the United Kingdom to the now European Union in 1972, subsequent reforms to the UK Companies Acts focussed primarily on measures designed to bring English legislation into conformity with EU Directives, Commonwealth countries found themselves orphaned, left to their own devices in grappling with modernization of their companies laws. Hong Kong was one such jurisdiction.

The modernization of Hong Kong companies law has been a long and winding road; this article looks to how the journey began.

Keywords: companies law, corporate governance, legal reform

JEL Classification: G3, G38, K2, K22