WELCOMEWELCOME TO TO ACCT3152 COMPANY LAWACCT3152 COMPANY LAW

C K LOWCYT 1018T: 9277-0982E: cklow@cuhk.edu.hk

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CUHK Business School

WHICH IS MORE IMPORTANT?

DDestination estination

(‘The Answer’)

or

JoJourneyurney

(The Thought Process)

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CUHK Business School

COURSE COURSE OUTLINEOUTLINE

Apart from the

basic essentials it

sets out the

TENTATIVE weekly schedule

for the entire term

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CUHK Business School

VENUE FOR EVENING CLASSESVENUE FOR EVENING CLASSES

THREE (3) THREE (3) evening classes are scheduled

2 February 2016; and

15 & 22 March 2016

Venue for all three is SC L1 (Science Centre)SC L1 (Science Centre)

All will start at 6.45 p.m. sharp

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CUHK Business School

EXAMPLE OF ‘TRUE MC’EXAMPLE OF ‘TRUE MC’ If the answer is A, B and C but you circle:

◦ A, B or C or◦ A and B or ◦ A and C or ◦ B and C or◦ anything else or nothing at all

then your answer is WRONG!WRONG!

OPEN BOOK format with 5 questions in five minutes with FULLFULL exam protocol and tentatively scheduled for 2 February; 15 & 22 March 2016 with scope of coverage to be advised during class

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CUHK Business School

MIDTERM TESTMIDTERM TESTDate: Thursday 1 MARCH 2016

Venue: LSB LT1 & LT6

Time: 7.00 to 8.15 p.m. (First 15 minutes is strictly for reading and noting

only)

Format:

1212 ‘True MCs’ which covers EVERYTHINGEVERYTHING from Lecture 1

Three ‘Case Studies’ - choose ANY TWOANY TWO (12 marks each) 7

CUHK Business School

PROJECT REQUIREMENTSPROJECT REQUIREMENTS

RREADEAD instructions at page 4 of Course Outline

DO NOT look for answers as the KEY requirements are to:

HIGHLIGHT – what are the main issues?

CRITIQUE – why are these problems?

CONCLUDE – answer the question posed

REFORM – if need be if need be how do we make things better?

Better papers will focus on ANALYSIS and not a mere ‘cut & paste’ compilation of existing literature

ACKNOWLEDGE – use of footnotes an absolute MUST!

For examples see http://ssrn.com/author=332882

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CUHK Business School

EXECUTIVE SUMMARYEXECUTIVE SUMMARY

Intended as a ROAD MAP ROAD MAP to help your progress

No fixed format but limited to THREE (3) pages

12pt Times New Roman font with 1.5 spacing

Submit to BlackBoard by 12 noon on 1 APRIL – note that there will be no class the week after

Please submit group details with Group Leader to BlackBoard by Friday 29

January

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CUHK Business School

INTER & INTRA GROUPINTER & INTRA GROUP

PEER GROUP evaluation of your presentation

Key objectives of INTRA GROUP evaluation:

To foster cooperative collegiate spirit

To impose penalty for ‘Free Riders’

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CUHK Business School

CLASS PARTICIPATION CLASS PARTICIPATION & POP QUIZ& POP QUIZ

FORMAL – By assignment of cases in PPT files

- Facts

- Decision

- Lead discussions as necessary

INFORMAL – By impromptu questions

- seeks to encourage speaking and participation

- everyone has an unlimited number of PASSES

- don’t be shy & just have a go by trying!

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CUHK Business School

FINALLY … MY OFFICE HOURSFINALLY … MY OFFICE HOURS

By APPOINTMENT only

Procedure:

Send e-mail indicating preferred time and dateAppointments set in 30-minute blocksConfirmation by return e-mail

DO NOT be use consultations as ‘mini lectures’.

To maximise utility you MUST come with your set of concise questions and ‘answers’ to promote discussions

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CUHK Business School

DISCUSSIONDISCUSSION

What do YOU understand from the term

‘company law’?

How does a company differ from other business organisations in terms of ownership, liability & tenure?

How do companies come into existence and what are the main effects?

What does the ‘separate legal entity’ separate?Whose liability is limited?Is the Companies Ordinance the only law to refer to when

dealing with companies?13

CUHK Business School

PRINCIPLE OF THE SEPARATE LEGAL PRINCIPLE OF THE SEPARATE LEGAL ENTITYENTITY

Salomon v Salomon (HL - 1897)

Macaura v Northern Assurance (HL – 1925)

Lee v Lee’s Airfarming (PC - 1961)

Codification in Companies Ordinance (Cap 622)

Effect of registration - ss71 & 73

Application of Transfer of Business (Protection of Creditors) Ordinance14

CUHK Business School

IMPORTANT LINKIMPORTANT LINKThe new

Companies Ordinance with its 21 Parts comprising

921 sections as well as 11 Schedules commenced on

3 March 2014.

Please bookmark and drop in regularly on the following dedicated website for

updates:

www.cr.gov.hk/en/companies_ordinance/index.htm

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