bluuebunny/crossref_metadata_2025_split huggingface dataset:
Securities Offerings
Authors: Arner Douglas W , Hsu Berry FC , Goo Say H , Johnstone Syren , Lejot Paul , Tse Maurice Kwong-Sang 
Published: June 2017

Abstract
This chapter looks at financial products and their regulation in relation to listings of securities on The Stock Exchange of Hong Kong (SEHK). Hong Kong’s system for listing and public offerings of securities is largely based on the pre-FSMA 2000 system of the United Kingdom. As such, it is based on a statutory framework established by the Companies (Winding Up and Miscellaneous Provisions) Ordinance (CWUMPO) and the Securities and Futures Ordinance (SFO). The chapter explains how non-statutory controls on offers of securities fall into two broad classes: securities to be admitted to listing and those which are not to be listed. The legal and regulatory framework of Hong Kong addressing public offerings and listings of company securities covers: private and public companies; public offerings and prospectus requirements; the means by which a company’s securities can become listed; preparation of prospectuses and listing documents; and continuing obligations of being listed.
Asset Management and Investment Products
Authors: Arner Douglas W , Hsu Berry FC , Goo Say H , Johnstone Syren , Lejot Paul , Tse Maurice Kwong-Sang 
Published: June 2017

Abstract
This chapter presents an overview of the legal and regulatory framework for financial products and asset management in Hong Kong. The chapter discusses the regulatory framework for asset management generally and provides an overview of the legal and regulatory framework for a variety of financial products. Most financial products are largely matters of private contract and therefore governed by the common law framework, with disputes adjudicated by the courts. However, in Hong Kong a variety of statutes address an ever growing range of financial products, including: bills of exchange and cheques (Bills of Exchange Ordinance); company shares (Companies Ordinance and Listing Rules); and security interests (Companies Ordinance, Bankruptcy Ordinance, and other property related ordinances). The chapter also considers opportunities for the asset management industry in Hong Kong.
Takeovers and Mergers
Authors: Arner Douglas W , Hsu Berry FC , Goo Say H , Johnstone Syren , Lejot Paul , Tse Maurice Kwong-Sang 
Published: June 2017

Abstract
This chapter focuses on the law in Hong Kong as it relates to takeovers and mergers of companies. While commercial objectives vary, at the core of any takeover or merger is an intention to consolidate or obtain control of another company. This may be affected in a number of ways, including acquiring control of voting rights; through an acquisition of shares by private contract or public offer; via the mechanism of corporate law or specific legislation; or by the transfer of a business by means of an asset transaction. This chapter focuses on transactions governed by the Code on Takeovers and Mergers (‘Takeovers Code’), which affects the manner in which commercial objectives can be executed and which imposes obligations on persons involved in such transactions. Overall, the Takeovers Code is well accepted in the Hong Kong market and reflects an effective and well-developed system addressing this area of commercial activity.
Corporate Governance
Authors: Arner Douglas W , Hsu Berry FC , Goo Say H , Johnstone Syren , Lejot Paul , Tse Maurice Kwong-Sang 
Published: June 2017

Abstract
This chapter addresses corporate governance in Hong Kong. The chapter reviews the ways in which a company’s management is regulated in Hong Kong at common law and equity, by statutory legislation, by the company’s constitutional document (the articles), and by regulatory rules. Such a framework addresses issues such as board structure and operation, the personal interests of directors, dealings between the company and directors, limiting the power of directors, disclosure of information, and the question of when shareholders should be involved in decisions of the board. The chapter shows that due to the domination of companies in Hong Kong by either families or state-owned companies from mainland China, Hong Kong companies have the typical agency problem we see in the United States and the United Kingdom, namely weak performance by the managers, and also suffer from the misappropriation of corporate assets through connected or related party transactions.
Hong Kong’s Future as a Leading International Financial Centre
Authors: Arner Douglas W , Hsu Berry FC , Goo Say H , Johnstone Syren , Lejot Paul , Tse Maurice Kwong-Sang 
Published: June 2017

Abstract
This chapter summarizes the main arguments and discussions of the book and presents an overview of major concerns for the future of Hong Kong’s financial markets. In addition to describing financial market law and practice in Hong Kong, this book has sought to point out related major issues, whether legal, economic, or cultural. Each chapter has concluded with an evaluation of Hong Kong’s financial markets, identifying weaknesses and where reform is most needed. This final chapter takes the analysis further, presenting an overview of major concerns for the future of Hong Kong’s financial markets and their legal and regulatory systems. These arise in two main respects: first, risks to be addressed out of concern for financial stability and the continued economic development of Hong Kong; and second, opportunities to enhance Hong Kong’s competitiveness as a financial centre, especially in the context of prospects for China and East Asia.
Introduction to Arbitration in Hong Kong
Authors: Moser Michael , Bao Chiann 
Published: June 2017

Abstract
This introductory chapter discusses the contributing factors that make Hong Kong a global arbitration centre that ‘meets or even exceeds all standards’ in the Chartered Institute of Arbitrators’ ten principles of an effective, efficient, and ‘safe’ seat of international arbitration. Hong Kong has long been at the forefront of international arbitration developments. It enjoys a high degree of autonomy (except in defence and foreign affairs) and retains a separate legal system from that of mainland China. Hong Kong’s legal system is based on the English common law and is guaranteed in Hong Kong’s constitutional instrument, the Basic Law. Furthermore, Hong Kong has a long tradition of upholding the rule of law and judicial independence, which are two key foundations for the city’s success as a global dispute resolution centre.
The Legal Arbitration Framework
Authors: Moser Michael , Bao Chiann 
Published: June 2017

Abstract
This chapter is an overview of Hong Kong’s Arbitration Ordinance (Cap 341). An arbitration network established in 1963, the Arbitration Ordinance contains 15 parts and 118 sections and adopts the UNCITRAL Model Law (2006). It adopts a single regime that applies to both domestic and international arbitrations seated in Hong Kong. It also has the benefit of a complete protection of confidentiality, as well as some detailed provisions which empower the arbitral tribunal and Hong Kong courts to issue a broad range of interim relief. Furthermore, the Arbitration Ordinance expressly recognizes the enforceability of any emergency relief granted by an emergency arbitrator in or outside Hong Kong. Finally, the Arbitration Ordinance provides a number of optional provisions which allow greater involvement of the Hong Kong courts.
Emergency Relief and Interim Measures of Protection (Articles 23 and 24, Schedule 4)
Authors: Moser Michael , Bao Chiann 
Published: June 2017

Abstract
This chapter discusses measures of interim relief. The general purpose of interim measures is to prevent or minimize any disadvantage to a party which may occur before the final resolution of the dispute and enforcement of an arbitral award. A party to an HKIAC arbitration may apply for a wide range of interim relief from different authorities depending on the stage of the proceedings. The Arbitration Ordinance and the HKIAC Rules have both adopted the definition of interim measures set out by Article 17(2) of the UNCITRAL Model Law, which the chapter discusses in more detail. In addition, it also discusses interim relief from an emergency arbitrator, interim relief from an arbitral tribunal, interim relief from a court, and security for costs.
Conduct of the Arbitration (Articles 13–22, 25–26, 30–31)
Authors: Moser Michael , Bao Chiann 
Published: June 2017

Abstract
This chapter addresses a number of key procedural steps and principles in an HKIAC arbitration. It begins with a discussion of the general principles governing the conduct of proceedings, followed by rules concerning the seat and venue of the arbitration and the language of the arbitration. The chapter then analyses the filing of and amendment to the parties’ written submissions. Next, the chapter discusses the arbitral tribunal’s authority to rule on its own jurisdiction as well as HKIAC’s prima facie power to proceed with an arbitration. The remainder of the chapter covers evidentiary matters and hearings, experts appointed by the arbitral tribunal, non-participation of a party in the arbitral proceedings, closure of the proceedings, and the waiver of a party’s right to object.
Complex Arbitrations (Articles 27–29)
Authors: Moser Michael , Bao Chiann 
Published: June 2017

Abstract
This chapter considers three of HKIAC’s mechanisms for dealing with complex arbitrations: the joinder of additional parties, the consolidation of two or more arbitrations, and the commencement of a single arbitration under multiple contracts. It emphasizes the need for institutional rules to include mechanisms for administering multi-party and multi-contract cases. Indeed, the desire to streamline procedure in multi-party/multi-contract situations was recognized as a priority during the revisions to the 2008 HKIAC Rules. HKIAC was keen to ensure that it had appropriate powers to supervise and progress such proceedings and to reduce the scope for parties to use these—now common—complexities to delay or obstruct the arbitral process. The resulting provisions are key features of the HKIAC Rules and a principal reason for parties to select the HKIAC Rules in their agreements.
Miscellaneous Provisions (Articles 41–43)
Authors: Moser Michael , Bao Chiann 
Published: June 2017

Abstract
This chapter covers the final three provisions of the HKIAC Rules. These are: Article 41—the expedited procedure, Article 42—the duty of confidentiality, and Article 43—the exclusion of liability. Article 41 of the HKIAC Rules allows parties to arbitrate their disputes under an Expedited Procedure in order to reduce the time, costs, and complexity of certain disputes. Article 42 is wider in scope than the confidentiality obligations under the Arbitration Ordinance, and is thus ideal for parties to commercial disputes involving sensitive commercial information or trade secrets. Lastly, Article 43 sets out a broader scope of exclusions than that of most of the other institutional rules—it extends to HKIAC and any committee, subcommittee, or other body or person specifically designated by it to perform HKIAC’s administrative or appointing functions; the Secretary General of HKIAC; and other staff members of the HKIAC Secretariat.
Ethics in International Arbitration
Authors: Rogers Catherine A 
Published: June 2017

Abstract
International arbitration is a remarkably resilient institution, but many unresolved and largely unacknowledged ethical quandaries lurk below the surface. Globalization of commercial trade has increased the number and diversity of parties, counsel, experts, and arbitrators, which have in turn, led to more frequent ethical conflicts just as procedures have become more formal and transparent. The predictable result is that ethical transgressions are increasingly evident and less tolerable. Despite these developments, regulation of various actors in the system — arbitrators, lawyers, experts, third-party funders, and arbitral institutions — remains ambiguous and often ineffectual. This book systematically analyses the causes and effects of these developments as they relate to the professional conduct of arbitrators, counsel, experts, and third-party funders in international commercial and investment arbitration. This work proposes a model for effective ethical self-regulation, meaning regulation of professional conduct at an international level and within existing arbitral procedures and structures. The work draws on historical developments and current trends to propose analytical frameworks for addressing existing problems and reifying the legitimacy of international arbitration into the future.
Introduction
Authors: Rogers Catherine A 
Published: June 2017

Abstract
The introduction poses the dilemma of legitimizing the nebulous practice of international arbitration through its main participants — the arbitrators, lawyers, experts, and third-party funders. Despite the increasing prominence of international arbitration in recent years, there has yet to be any codified laws governing the ethical behaviour of its participants. Who or what should dictate the ethical duties and professional conduct for those actively involved in the international arbitration community? There are, unfortunately, no definite solutions that can address the complex workings of international arbitration. However, this book proposes that, as far as the international arbitration community is concerned, the community itself must assume its own ethical regulations within international arbitration processes and institutions — rather than national or subnational institutions and authorities — in an act of ethical self-regulation.
Arbitrators, Barbers, and Taxidermists
Authors: Rogers Catherine A 
Published: June 2017

Abstract
This chapter discusses the debates on arbitrator regulation — more specifically, the ways in which international arbitration is over-regulated, under-regulated, less regulated than others, or not regulated at all. The issue in itself is a complex one, uniquely interwoven into the procedures and market conditions under which arbitrators are selected and appointed, therefore categorizing these procedures into an easy binary of over-regulated and under-regulated cannot suffice. In a way, the processes are both over- and under-regulated. The highly strategic nature of the selection process, combined with imperfections in the market for arbitrator services present added complications for effectively regulating the professional conduct of arbitrators. Despite these challenges, the current forms of arbitrator regulation are at least generally more effective than might be supposed in the absence of traditional forms of professional regulation.
Attorneys, Barbarians, and Guerrillas
Authors: Rogers Catherine A 
Published: June 2017

Abstract
This chapter discusses concerns regarding ethical differences in international arbitration. Traditionally, transnational disputes have been addressed via the attorneys' native legal systems; however, in an increasingly expanding field, there occur contentions of intelligibility within international arbitration. Such issues highlight the need for international standards, although naysayers have pointed out that overcoming cultural and ethical differences in coming to a consensus on an ethical issue are moot. Fortunately, there have been no significant ethical controversies to date, however, which cannot be taken for granted. Furthermore, certain efforts have been undergone in order to provide a baseline from which a standardized form of arbitration can grow, most notably the guidelines initiated by the International Bar Association (IBA), among others. To maintain its independence, legitimacy, and effectiveness, international arbitration needs to develop meaningful self-regulation of attorney ethics.
Experts, Partisans, and Hired Guns
Authors: Rogers Catherine A 
Published: June 2017

Abstract
This chapter discusses the role of expert witnesses in international arbitration, as well as the responsibilities of that role. The roles, functions, and ethical obligations of expert witnesses are still tentatively defined within the realm of international arbitration, but there have been some important regulations and procedures imposed already — the International Bar Association (IBA) Rules of Evidence, for example. This is a significant attempt in regulating the conduct of experts, as well as in laying down the distinctions between party-selected and party-anointed experts, among other innovations. But of course, the legal system employed within the sphere of international arbitration will continue to change in response to unforeseen flaws in entrenched practice — as will be the case for expert witnessing. Perhaps, in order to address one of the possible abuses of the latter, ethical reforms might also be applied to the structure of roles in the courtroom.
Gamblers, Loan Sharks, and Third-Party Funders
Authors: Rogers Catherine A 
Published: June 2017

Abstract
This chapter explores the participation of third-party funders acting within the scope of international arbitration, as well as the criticisms thereof. Popular contention suggests that litigation financing can lead to the corruption or commodification of justice — an issue that history has repeatedly rendered moot. Throughout the years, there has been a close interrelationship between market forces and the legal profession — the linking of business and profession together has even been practiced by such historical greats as Abraham Lincoln. Furthermore, doing away with third-party funding and market forces in general can limit the functions of justice. The better approach is to recognize the often indelible presence of the marketplace in judiciary proceedings, and thereby establish substantive rules and regulations that can narrow down the specific functions the third-party funder is meant to exercise.
Chanticleer, the Fox, and Self-Regulation
Authors: Rogers Catherine A 
Published: June 2017

Abstract
This chapter demonstrates that self-regulation — contrary to popular critique — is less a selfish, irresponsible, and unnecessary practice, and more of a progressive inevitability, in keeping with a transitioning society. Global patterns of self-governance in other areas of progress already justify the use of self-regulation as a necessary aspect of international arbitration, in keeping with this book's thesis of employing self-regulation as a means of legitimatizing international arbitration. And while ‘regulation’ might be rife with negative connotations, ‘self-regulation’ offers a healthy way of preserving structures, establishing integrity among participants, and avoiding the risks of external regulation. Effective counsel regulation within international arbitration can also help facilitate the influx of a large diversity of participants. Moreover, adopting ethical self-regulation extends rather enormous implications for the future of international arbitration, and the evolving roles of the actors therein.
Ariadne’s Thread and the Functional Thesis
Authors: Rogers Catherine A 
Published: June 2017

Abstract
This chapter discusses the ‘Functional Thesis’ posited as the underlying theory uniting the concepts discussed in previous chapters regarding the implementation of ethical self-regulation. The Functional Thesis labours under the presumption that acting upon ethical obligations are dependent upon the role of the agent; it assigns ‘functional roles’ to these agents that can create more flexible distinctions between identities presented in titles such as ‘lawyer’, ‘judge’, and so on. The ethical obligations presented in each role are subject to constant change as demanded by the procedural rules of international arbitration, yet a better understanding of these roles can lay the foundations for a code of conduct. And while these roles may shift to the whims of procedure, ethical expectations are, at least, constant over time.
Herodotian Myths and the Impartiality of Arbitrators
Authors: Rogers Catherine A 
Published: June 2017

Abstract
This chapter debunks the Herodotian myth of absolute impartiality in discussing the function of self-regulation within the context of international arbitration. Renowned historian Herodotus was also known for his embellishments of historical characters as impossible, transcendent hero figures — a myth that has often been extended towards judges and arbitrators with regard to impartiality. Such a delusion of absolute objectivity, the chapter argues, is detrimental to the efficiencies that could have been otherwise engendered with ethical self-regulation. Arbitrators are not mythic figures of impartiality — rather, they are professionals who recognize that effective professional ethics is not isolated from, but grounded on, real-world influences, especially the market forces. In this context, lofty, high-minded views of impartiality can only undermine rather than inspire confidence in professional ethics.
An Overview of International Arbitration
Authors: Blackaby Nigel , Partasides Constantine , Redfern Alan , Hunter Martin 
Published: June 2017

Abstract
This chapter gives an ‘overview’ of the law and practice of international arbitration. It begins with the parties’ agreement to arbitrate, and the laws and treaties that provide for enforcement of such agreements both nationally and internationally. It looks at the complications that arise when more than two parties to the dispute are involved, and at the contemporary problems of joinder of parties and consolidation of arbitrations. The chapter then considers whether to choose ad hoc or institutional arbitration, how to establish an arbitral tribunal, challenges to arbitrators, and the powers and duties of arbitrators. It also gives an overview of the key issues that are dealt with in the following chapters, including the conduct of an arbitration, challenges to arbitral awards, and the recognition and enforcement of such awards.
Applicable Laws
Authors: Blackaby Nigel , Partasides Constantine , Redfern Alan , Hunter Martin 
Published: June 2017

Abstract
This chapter analyses the different applicable laws that govern international arbitration. International arbitration, unlike its domestic counterpart, usually involves more than one system of law or of legal rules. It identifies five different systems of law that may have a bearing on an international arbitration in practice: the law governing the arbitration agreement and the performance of that agreement; the law governing the existence and proceedings of the arbitral tribunal (the lex arbitri); the law, or the relevant legal rules, governing the substantive issues in dispute (generally described as the ‘applicable law’, the ‘governing law’, ‘the proper law of the contract’, or ‘the substantive law’); other applicable rules and non-binding guidelines and recommendations; and the law governing recognition and enforcement of the award.
Establishment and Organisation of an Arbitral Tribunal
Authors: Blackaby Nigel , Partasides Constantine , Redfern Alan , Hunter Martin 
Published: June 2017

Abstract
This chapter describes the creation of the arbitral tribunal, the step in the arbitration process that follows the decision to start arbitration. Choosing the right arbitral tribunal is critical to the success of the arbitral process. It is a choice that impacts not only on the parties to the particular dispute, but also on the reputation and standing of the process itself. It is, above all, the quality of the arbitral tribunal that makes or breaks the arbitration, and it is one of the unique factors distinguishing arbitration from national judicial proceedings. There are several different methods of appointing an arbitral tribunal, of which the chapter enumerates and discusses the six most usual: by agreement of the parties; by means of the list system; by the co-arbitrators appointing a presiding arbitrator; by a professional institution or a trade association, such as the ICC; and by a national court.