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 […]
Share This: Top stories Judgment for first disclosure of inside information case Regulators (i) Market Misconduct Tribunal delivered judgment for the AcrossAsia case (SFC press release; full MMT report), the first inside information disclosure case. What you should know: Nature: delay in disclosure Foreign (Indonesian) petition filed against the company (including appointment of administrator […]
Share This: Top stories SFC case: directors’ duties in approving transactions? SFC commenced legal proceedings in the Court of First Instance (click here for press release) to seek disqualification orders against 10 former and current directors of Freeman FinTech Corporation Limited, including managing director, a former nonexecutive director and named independent directors for breaching director […]
Share This: Top stories HKEX’s new internal controls/risk management disclosure: are you ready? HKEX published its latest review of listed issuers’ corporate governance practices, as disclosed in 2015 annual reports of June year-end companies. (click here for full report; press release) This is a continuing exercise, having completed review of 2014 December and 2015 March […]
Share This: Top stories Market Misconduct Tribunal : what constitutes “relevant information” for insider trading In the latest case, MMT found that the specific information would not have “affected share price materially”. (Click for SFC press release; MMT report) Alleged events were the listed company’s experiencing tightening of bank facilities; a series of loans […]
