Sh Goo

Multiple derivative action and common law derivative action revisited: a tale of two jurisdictions

In England, the new Companies Act 2006 has replaced the common law derivative action with a new statutory derivative action but does not allow multiple derivative actions. In Hong Kong, a new statutory derivative action has also been introduced, but the common law derivative action is preserved. As in England, multiple derivative actions are also not provided for by statute in Hong Kong. This paper examines whether it was right to abolish the common law derivative action in England and whether such action should be abolished in Hong Kong. It further considers whether multiple derivative actions should be provided for in both jurisdictions.

Low Structure, High Ambiguity: Selective Adaptation of International Norms of Corporate Governance Mechanisms in China

The theme of this volume is the selective adaptation of international standards in dispute resolution. In the area of corporate governance, it is difficult to talk in terms of selective adaptation of international standards as there is not a single set of international standards in corporate governance which can be adopted or adapted by any country but a variety of models of laws, regulations and practices around the world.1 Even the OECD Principles of Corporate Governance are no more than a mere statement of principles and aspiration, not detailed workable rules or standards which can be adopted or adapted. However, there are clearly certain corporate governance practices and mechanisms, mostly from the European and Anglo-American models, that are adopted and adapted in other parts of the world. In this chapter, we focus on the issue of selective adaptation of those Western models of corporate governance in China.