LLAW6257

General Course Information

1.1 Course details

Course code: LLAW6257
Course name: Compliance for Listed Companies
Programme offered under: LLM Programme
Semester: Second
Prerequisites: Completion of Securities Regulation I, or demonstrated extensive knowledge and experience of Listing Rules and other laws and regulations applicable to listed companies.
Credit point value: 9 credits
Cap on student numbers: 50 [Priority to LLM(CR) students]

1.2 Course description

The course will focus on the compliance issues relevant to companies listed on the Hong Kong Stock Exchange. The approach taken in the course will be very practical the emphasis will be on the procedures and methodologies to ensure compliance with the extensive framework of rules that HKEX listed companies are subject to. Practical compliance exercises will be completed for the topic areas covered.

Although the underlying laws and regulations will be reviewed, to enable active participation in the practical exercises, evidence of some previous familiarity with them is a pre-requisite.

The course will give students an awareness and deeper understanding of the obligations and procedures applicable or relevant to a listed company. The course will be of particular relevance to those working in listed companies as well companies that provide services to listed companies.

Topic areas to be covered:

  • IPO and post-IPO compliance issues (sponsor regime, the compliance adviser, areas of legal risk)
  • Part XIVA SFO disclosure of PSI obligations
  • LR Chapter 13 compliance
  • Corporate Governance and ESG issues for HKEX listcos
  • LR Chapter 14 transactions for HKEX listcos (including size test calculations)
  • LR Chapter 14A connected transactions (including methodologies for identifying and dealing with connected transactions)
  • SFO market misconduct regime relevant issues for listed companies (dealing with short selling attacks, preventing insider dealing in shares, awareness of market misconduct)
  • SFO Part XV (disclosure of interests) compliance (including completion of Part XV disclosure forms)
  • Takeovers Code compliance (including shareholder reporting regime)

The focus will be on the Main Board Listing Rules but the GEM Listing Rules and any other hird Board Listing Rules (if and when introduced) will also be considered.

1.3 Teaching method

The course is designed to be practical and hands-on. Hence it will be demanding and interactive for participants. Participants will need to work hard both prior to class and in class for the course to work effectively for all students. The course will not be suitable for students who do not wish to actively participate in interactive in class exercises.

The course is designed to have two complementary components: a Seminar and Lecture component and an Online component as further explained below:

1.4 Course teachers

Name E-mail address Office Consultation
Course convenor Nigel Davis ndavis@hku.hk TBA By emai

Learning Outcomes

2.1 Course Learning Outcomes (CLOs) for this course

CLO 1 Understand the framework of laws and regulations affecting a company listed on the Hong Kong Stock Exchange.

CLO 2 Identify and describe the relevance and impact of regulations on the commercial activities of a company listed on the Hong Kong Stock Exchange.

CLO 3 Demonstrate an ability to perform and manage a number of compliance related tasks affecting a company listed on the Hong Kong Stock Exchange.

CLO 4 Apply course content to actual and hypothetical situations.

2.2 LLM Programme Learning Outcomes (PLOs)

Please refer to the following link: https://course.law.hku.hk/llm-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
Class participation N/A 20% 1, 2, 3, 4
Online assessments TBC 30% 1, 2, 3, 4
Take home exam TBC 50% 1, 2, 3, 4

*Students must score 50% in each component to pass the course overall

*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(s).

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 and lecture: 3 hours / week for 12 teaching weeks
Private study time: 9.5 hours / week for 12 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(s).

Learning Resources

5.1 Resources

Reading materials: Reading materials are posted on Moodle
Core reading list: The core text will be Hong Kong Listed Companies: Law and Practice. Soft copies of chapters of this textbook will be posted on Moodle.
Recommended reading list: TBA

5.2 Links

Please refer to the following link: http://www.law.hku.hk/course/learning-resources/