General Course Information
1.1 Course details
| Course code: | JDOC3015 |
| Course name: | Company Law |
| Programme offered under: | JD Programme |
| Semester: | First |
| Prerequisites / Co-requisites: | No |
| Credit point value: | 6 credits |
1.2 Course description
Partnerships: general and limited partnerships; duties and liabilities of partners
Corporate entity and limited liability (limited by shares and limited by guarantee) and constitution of a company (articles of association)
Corporate organs and division of powers: powers of the board of directors and the members in general meeting; decision-making process at board meetings and general meetings
Corporate attribution and corporate contracting
Directors’ duties: fiduciary duties and duty of care, skill and diligence
Members’ remedies: majority rule and minority shareholders protection
Share capital: the nature and types of capital, the allotment, transfer and transmission of shares
Loan capital, registration of company charges and receivership
Capital maintenance rule: distributions, reduction of capital, redemption of shares, purchase by a company of own shares and financial assistance by a company for purchase of own shares
Corporate insolvency and liquidation: winding-up, ranking of claims, and setting aside of transactions such as unfair preferences, undervalue transactions and invalid floating charges
Note: In dealing with the above topics, there will be a particular emphasis on Hong Kong case law and the Companies Ordinance (Cap.622) and the Companies (Winding-up and Miscellaneous Provisions) Ordinance (Cap.32).
1.3 Course teachers
| Name | E-mail address | Office | Consultation | |
| Course convenor | Stefan Lo | stefanlo@hku.hk | CCT 301A | By email |
Learning Outcomes
2.1 Course Learning Outcomes (CLOs) for this course
CLO 1 Students should acquire basic knowledge about Hong Kong company law, including all the topics set out in the Course Description above.
CLO 2 Students should acquire legal skills to solve legal problems in company law by analysing cases, applying skills in statutory interpretation, and marshalling arguments clearly, logically, coherently and effectively, both orally and in writing.
CLO 3 Students should develop and enhance their research and analytical skills, together with skills in critical analysis, in analysing and evaluating company law principles and doctrines in light of both doctrinal coherence and the policy objectives of the law, as well as the implications of company law in facilitating a company’s commercial or other goals and in balancing the competing interests of shareholders, creditors, managers, employees, customers and society in general.
CLO 4 Students should acquire requisite knowledge for further study in corporate and corporate finance law and practice and the Corporate and Commercial Transaction course to be taught in the Postgraduate Certificate in Laws programme.
2.2 JD Programme Learning Outcomes (PLOs)
Please refer to the following link: https://course.law.hku.hk/jd-plo/
2.3 Programme Learning Outcomes to be achieved in this course
| PLO A | PLO B | PLO C | PLO D | PLO E | PLO F | |
| CLO 1 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 2 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 3 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 4 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Assessment(s)
3.1 Assessment Summary
| Assessment task | Due date | Weighting | Feedback method* | Course learning outcomes |
| Classwork | N/A | 10% | 2, 3, 5 | 1-4 |
| Research assignment | 23 Nov 2023 | 40% | 1, 2, 3 | 1-4 |
| In-hall exam | 12 Dec 2023 | 50% | 1, 3 | 1-4 |
| *Feedback method (to be determined by course teacher) | |
| 1 | A general course report to be disseminated through Moodle |
| 2 | Individual feedback to be disseminated by email / through Moodle |
| 3 | Individual review meeting upon appointment |
| 4 | Group review meeting |
| 5 | In-class verbal feedback |
3.2 Assessment Detail
To be advised by course convenor.
3.3 Grading Criteria
Please refer to the following link: https://www.law.hku.hk/_files/law_programme_grade_descriptors.pdf
Learning Activities
4.1 Learning Activity Plan
| Seminar: | 3 hours / week for 11 teaching weeks |
| Private study time: | 9.5 hours / week for 11 teaching weeks |
Remarks: the normative student study load per credit unit is 25 ± 5 hours (ie. 150 ± 30 hours for a 6-credit course), which includes all learning activities and experiences within and outside of classroom, and any assessment task and examinations and associated preparations.
4.2 Details of Learning Activities
To be advised by course convenor.
Learning Resources
5.1 Resources
| Reading materials: | The reading guide and selected reading materials will be posted on Moodle |
| Core reading list: | Stefan H C Lo and Charles Z Qu, Law of Companies in Hong Kong (4th edn, Sweet and Maxwell 2023) |
| Recommended reading list: | E L G Tyler and Stefan H C Lo (eds), Butterworths Hong Kong Company Law Handbook (25th edn, LexisNexis Butterworths 2023) (2 volumes) |
5.2 Links
Please refer to the following link: http://www.law.hku.hk/course/learning-resources/