Share This: Top stories New COSO ERM Framework The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) published a new framework – “Enterprise Risk Management—Aligning Risk With Strategy and Performance”, updating its widely-followed “Enterprise Risk Management (“ERM”) — Integrated Framework” (2004). A key theme is to better “integrate” risk management. As reflected in […]
Share This: Top stories Competition Commission’s second case Following its first case in March (against IT companies for “bid-rigging”), the Competition Commission initiated its second case in the Competition Tribunal — this time against 10 construction and engineering companies for “market sharing” and “price fixing” regarding renovation services at a public rental housing estate […]
Share This: Top stories SFC intervenes at early stage in serious corporate cases The first SFC Regulatory Bulletin: Listed Corporations (Click: full report; press release) This series of bulletins provides guidance on how the SFC performs some functions under the regulatory framework, in relation to listed corporations and listing. The first issue explains that […]
Share This: Top stories Largest disgorgement order for disclosing false information (SFC press release; full Market Misconduct Tribunal (“MMT”) report Part 1 ; Part 2) What you should know: Nature of market misconduct: “accounting fraud” in published audited accounts and results announcements (“disclosing false or misleading information inducing transactions”, s.277(1), Securities and Futures Ordinance) Background: in […]
Share This: Top stories SFC: Directors’ duties in acquisitions/disposals SFC published a Guidance Note on directors’ duties in the context of valuations in corporate transactions. SFC is concerned that prices paid in some acquisitions/disposals of assets and businesses may not be fair and reasonable. Issuers have not obtained valuation, or placed excessive reliance on […]
Share This: Top stories New ruling for “disclosure of inside information” Market Misconduct Tribunal (“MMT”) delivered penalty orders for the Mayer case (SFC press release; full MMT report) What you should know: Nature: issues relating to auditor Items of “inside information”: “potential qualified audit report” given “outstanding audit issues”; resignation of auditor; significant prepayment […]
Share This: Top stories First case of Competition Commission: bid-rigging The Competition Commission commenced proceedings in the Competition Tribunal against five IT companies for “bid-rigging” (i.e. contravention of First Conduct Rule). (Click: press release) It related to a YWCA tender regarding the supply and installation of a new IT server system. Certain parties were alleged […]
Share This: Top stories Two new rulings on “disclosure of inside information” (i) Market Misconduct Tribunal (“MMT”) delivered ruling for the Yorkey case (SFC press release; full MMT report), What you should know: Nature: delay in disclosure of material deterioration in performance The company’s previous statement in 2012 interim report: “significant growth and increasing profitability […]
Share This: Top stories HKEX: what to note in preparing annual results announcement + report (i) HKEX published a report on its review of issuers’ annual reports for year 2015. It gave useful guidance on detailed disclosure expected in various areas, including MD+A (e.g. more detailed disclosure on “significant securities investments”). As regards “annual review […]
Share This: Top stories Inside information disclosure guidance | regulators focus on market misfeasance and unfair actions Regulators (i) SFC published its latest Corporate Regulation Newsletter giving guidance on disclosure of inside information (Click here for press release) What you should know: Reminds issuer to disclose inside information to the public as soon as […]
