New Member – Dr. Michael Scheele joins as the Business & Inheritance Law Expert in Germany

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Leaders in Law, the leading platform in its field, is delighted to welcome Dr. Michael Scheele as our exclusively recommended & endorsed Business & Inheritance Law expert in Germany.

Dr. Michael Scheele was admitted to the bar in Munich in 1977, became member of the lawyer association in St. Petersburg (Russia) in 1991 and was licensed as legal consultant in Dubai (UAE) by the Ruler´s Court. He has advised numerous companies, which operate nationally and internationally in commercial issues as well as national and international artists in matters of media and press law. Dr. Scheele is also working as columnist for various newspapers and magazines and has published himself several popular scientific books as editor as well as author.

He studied law at the University of Munich (LMU) and Stetson University (Deland, Fla, USA) and was awarded Doctor of law 1978 (civil procedure law). From 1979 until 1989 he was accredited Honorary Consul of the Republic of Seychelles (jurisdiction Germany). Also he founded the citizens` group “Fair Press” and acted as member of the constitutional committee of the Republic of Albania.

Dr. Michael Scheele about the Legal Alliance success story:

“A sophisticated, well thought-out strategy is often the key to success. Both in court and in negotiations. Our four decades of professional experience is a guarantor for competent strategic decisions…. for the good and the benefit of our clients.

It is for this reason, that we have received several awards, both nationally and internationally.”

 

New Member – Dr. Tamás Hizsák joins as the Commercial Law Expert in Hungary

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Leaders in Law, the leading platform in its field, is delighted to welcome Dr. Tamás Hizsák as our exclusively recommended & endorsed Commercial Law expert in Hungary.

Dr. Tamás Hizsák is a Hungarian lawyer with more than 10 years of legal consulting experience. He worked for a leading international tax consulting firm and in international law firms with mainly German clientele before starting his own law firm under the brand name Duna Legal in 2022. He has gained experience especially in commercial law, company law, employment law, real estate law and contract law. Besides his native Hungarian, he is also able to work well in English and German.

Currently he provides legal advisory for his domestic and foreign clients during their Hungarian and cross-border operations. He also supports the team of the Heller Farkas College (Corvinus University of Budapest) in legal matters on a pro bono basis.

Firm Description:

Our law firm started its independent operation in 2022, with more than 10 years of experience in an international legal consulting environment. We provide our clients with practical legal advice in many areas of business law (especially in commercial law, company law, employment law and real estate law) in a simple, understandable style.

​The guarantee of outstanding quality is our preparation, accuracy, dynamism and our complex vision that takes  business aspects into account. Our clients expect the best from us and we do our work every day accordingly.

 

New Member – Li-Pu Lee joins as the Corporate Law Expert in Taiwan

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Leaders in Law, the leading platform in its field, is delighted to welcome Li-Pu Lee as our exclusively recommended & endorsed Corporate Law expert in Taiwan.

Areas of Expertise

  • Real Estate
  • Merger and acquisition
  • Financial
  • Cross-border transactions
  • Corporate governance and legal compliance
  • Family governance and business succession
  • Emerging technologies
  • Tax
  • Litigation and Arbitration

Firm Description:

Formosan Brothers Attorneys-at-law was founded in 1997. The Chinese characters represent the land and the ocean respectively. Taken together, the characters symbolize the universe. Our name is a reflection of Formosan Brothers’ vision: to recruit the best legal talent, and with our team, provide worldwide services to our clients both domestically and abroad.
For more than 25 years since Formosan Brothers was founded, with a passion for the law and care for people, we have been providing our clients with high-quality legal services based on our belief in honesty, professionalism, responsibility, and teamwork, earning the trust and recognition of our clients. To us, our clients are also our partners; we strive to remain vigilant about the most cutting-edge technological issues and global trends. This way, we can combine our perspective and unparalleled legal services to form a tailor-made team to fit our client’s ever-evolving needs.

 

New Member – Dr Klaus Oblin LLM joins as the Commercial Law Expert in Austria

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Leaders in Law, the leading platform in its field, is delighted to welcome Dr Klaus Oblin LLM as our exclusively recommended & endorsed Commercial Law expert in Austria.

Klaus Oblin has been successfully representing prominent businesses and state-entities for many years. He stands out in cross-border proceedings where politically sensitive issues meet commercial matters and has been consistently engaged as lead counsel and arbitrator in a number of high volume arbitrations under various internationally acknowledged rules.

Drawing from both civil and common law practical experience, he is known for his ability to concurrently lead teams from multiple jurisdictions. He has been serving as management board and steering committee member in various international associations of independent law firms.

Klaus is listed as an attorney of confidence of the embassies of the USA and the United Kingdom of England.

Firm Description:

OBLIN was established in 2005 and has become a leading international litigation and arbitration law firm based in Vienna, Austria. We are representing businesses in cross-border disputes, i.e. int’l commercial litigation and arbitration proceedings (incl. enforcement) as well as white collar crime matters. Our team consists of 16 counsel covering 6 jurisdictions (bar admissions).

The specialized members of our team combine their multi-disciplinary and international backgrounds to provide profound yet practical solutions. We rely on our expertise and international relations to achieve the expected results.

Our firm is member of four different leading independent legal networks totaling more than 600 firms covering 160 jurisdictions. Our team has been recognized by various int’l institutions and media thus having received 27 awards for its achievements in commercial litigation and arbitration since 2011.

Our core focus lies in the management and resolution of commercial disputes. We assist and represent during all stages of the dispute resolution process striving to develop actionable legal strategies to match our clients’ aspirations in wide-ranging industry sectors. Many of our cases have been referred to us by other attorneys. We are also often asked to act as co-counsel in commercial arbitrations and litigations around the globe.

New Member – Andri Andrason joins as the State & Municipalities Expert in Iceland

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Leaders in Law, the leading platform in its field, is delighted to welcome Andri Andrason as our exclusively recommended & endorsed State & Municipalities expert in Iceland.

Andri is an Icelandic-qualified attorney with rights of audience before the Icelandic Court of Appeal. Andri has worked at Juris since 2013, and completed an LL.M. from the University of Leiden in 2017.

Areas of expertise

  • Constitutional and Administrative
  • Dispute Resolution
  • Corporate and Commercial
  • Property

Education

  • Landsréttur Appeal Court Attorney 2020
  • Universiteit Leiden, LL.M. in International Civil and Commercial Law 2017
  • District Court Attorney 2015
  • University of Iceland, Faculty of Law, mag. jur. 2012
  • University of Iceland, Faculty of Law, B.A. in Law 2010

Firm Description

Our firm traces its origins back to 1953, however the firm in its current form was created as a result of the mergers of the practices of a number of leading Icelandic lawyers between 2006 and 2011. Today we are one of Iceland’s largest and most highly regarded law firms and are home to some of Iceland’s most preeminent practitioners.

We are corporate-focussed, providing our clients with comprehensive, practical and commercial legal advice on all aspects of their businesses and operations. We represent clients from all business and economic sectors, from governments and local authorities to operating businesses, financial institutions and investors. We pride ourselves on developing long-term relationships with out clients, enabling us to tailor our approach and add additional value through our knowledge of their businesses and sectors. Sectors in which we have particular expertise include fishing, energy, hospitality and tourism, property and development, pharmaceuticals and biotech, media and telecommunications.

 

New levels of compensation under the Employees’ Compensation Ordinance

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The Employees’ Compensation Ordinance (Ordinance) sets out the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases under the Ordinance.

The Ordinance applies to all full-time or part-time employees who are employed under contracts of service or apprenticeship. It also applies to employees under Hong Kong employments but are injured while working outside Hong Kong.

INJURY BY ACCIDENT

If an employee sustains an injury or dies because of an accident arising out of and in the course of his employment, his employer is liable to pay compensation under the Ordinance, even if the employee might have committed acts of faults or negligence when the accident occurred.

However, an employer is not liable to pay compensation if:

  • the injury does not result in permanent incapacity nor incapacitate the employee from earning full wages at his normal work;
  • the injury is a deliberate self-injury;
  • any incapacity or death resulting from personal injury if the employee has at any time knowingly misrepresented to the employer that he was not suffering or had not previously suffered from that or a similar injury; or
  • any injury, not resulting in death or serious and permanent incapacity, caused by an accident which is directly attributable to the employee’s addiction to drugs or when he is under the influence of alcohol.

In any event, where it is proved that the injury is attributable to the employee’s serious and wilful misconduct, or that the injury by accident in the course of his employment is deliberately aggravated by him, then any compensation claimed in respect of that injury will be disallowed. But, if the injury results in death or serious incapacity, the Court has the discretion to award compensation after considering all the circumstances.

OCCUPATIONAL DISEASES

An employee suffering incapacity arising from occupational diseases is entitled to receive the same compensation as that payable to an employee injured in an accident arising out of and in the course of employment if the disease is one due to the nature of any occupation in which he was employed at any time within the prescribed period immediately preceding the incapacity caused. The prescribed occupation diseases are set out in Second Schedule of the Ordinance (e.g. inflammation, bursitis, tuberculosis).

NOTIFICATION OF ACCIDENTS

 An employee should notify the employer orally or in writing when he sustains a work injury or it is confirmed he has contracted an occupational disease specified by the Ordinance as soon as possible. Failure to do so may affect and delay the claim of employee’s compensation.

Irrespective of whether the accident gives rise to any liability to pay compensation, an employer must notify the Commissioner for Labour of any accident or prescribed occupational diseases within the following time periods:

Resulting in Notice period
Work injury Incapacity for a period not exceeding 3 days Within 14 days
Incapacity for a period exceeding 3 days Within 14 days
Death Within 7 days
Occupational diseases Incapacity Within 14 days
Death Within 7 days

 

SETTLEMENT OF CLAIMS

Depending on the nature of the case, a claim for employees’ compensation can be settled by (1) direct payment, (2) determination of compensation by agreement according to the Ordinance, (3) settlement by medical certificate, or (4) settlement by the Court.

COMPULSORY INSURANCE

An employer must take out a valid insurance policy to cover his liabilities both under the Ordinance and at common law for the work injuries of its employees. The minimum amount of insurance cover per event should not be less than HK$100 million for employers with not more than 200 employees and not less than HK$200 million for employers with more than 200 employees. An employer who fails to comply with the Ordinance to secure an insurance cover is liable to prosecution and, upon conviction, to a maximum fine of HK$100,000 and imprisonment for two years.

NEW LEVELS OF COMPENSATION

On 15 March 2023, the Legislative Council of Hong Kong passed a resolution to increase the amounts of the nine compensation items below under the Ordinance with effect from 13 April 2023… READ FULL ARTICLE

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

By Jacky Chan

Hong Kong’s New Listing Regime for Specialist Technology Companies

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By the March 2023 Conclusions[1] to the Consultation on the Listing Regime for Specialist Technology Companies[2], the Hong Kong Stock Exchange (HKSE) has announced some changes to its original proposals after considering responses the consultation. The objective of the new regime is to allow the specialist technology companies to apply for listing on the main board of HKSE even if they do not satisfy the usual profits, revenue and cash flow listing criteria.

We summarise below the conclusions which form the new listing regime from 31 March 2023 onwards.

Qualifications for listing

  • The term “specialist technology companies” refer to companies engaging in (1) next-generation information technology, (2) advanced hardware and software, (3) advanced materials, (4) new energy and environmental protection, and (5) new food and agriculture technologies.
  • An applicant falling outside the current list of industries or acceptable sectors may still be considered if (1) it has high growth potential, (2) its success can be demonstrated to be attributable to the application of new technology to a new business model which differentiates it from traditional market participants serving similar consumers or end users, and (3) its research and development (R&D) significantly contributes to its expected value and constitutes a major activity and expense.
  • The applicant should have at least three financial years of operation for its current line of business (with R&D activities) prior to listing under substantially the same management, but the HKSE may accept a trading record period of two financial years in exceptional circumstances.
  • There should be continuity of ownership and control for the applicant in the 12 months prior to its listing application.
  • There will be two types of specialist technology companies, namely, “Commercial Companies”, meaning those that have commercialised their technology products with a revenue of at least HKD250 million (USD32 million) for the most recent audited financial year, and “Pre-Commercial Companies”, meaning those which have not met such revenue threshold.
  • The minimum market capitalisation of a Commercial Company and a Pre-Commercial Company is HKD6 billion (USD770 million) and HKD10 billion (USD1,282 million), respectively (reducing from the proposed figures of HKD8 billion and HKD15 billion, respectively).
  • A Commercial Company is expected to demonstrate a year-on-year growth of revenue throughout the trading record period, with allowance for temporary declines in revenue due to economic, market, industry-wide conditions or temporary factors outside the applicant’s control.
  • The R&D expenditure of a Commercial Company should constitute at least 15% of its total operating expenditure. The percentage for a Pre-Commercial Company is 50% if its revenue is less than HKD150 million for its most recent financial year and 30% if its revenue for its most recent financial year reaches HKD150 million. The applicant must meet the applicable percentage threshold (1) on a yearly basis for at least two out of the three financial years prior to listing, and (2) on an aggregate basis over all the three financial years.
  • A Pre-Commercial Company must demonstrate and disclose in its listing document a credible path to the commercialisation of its specialist technology product(s).
  • A Pre-Commercial Company must ensure that it has available sufficient working capital to cover at least 125% of its group’s costs for at least 12 months from the publication of its listing document (after taking into account the IPO proceeds).

Pre-IPO investments

  • As an indicative benchmark, the applicant is expected to have received investments at least 12 months prior to its listing application from a group of two to five sophisticated independent investors (referred to by HKSE as “pathfinder sophisticated independent investors”). Such investors in aggregate should (1) hold shares or securities convertible into shares equivalent to at least 10% the applicant’s issued share capital as at its listing application and throughout the 12-month pre-application period, or (2) have otherwise invested an aggregate sum of at least HKD1.5 billion (USD192 million) in the applicant’s shares or securities convertible into shares at least 12 months prior to its listing application. Also, at least two of such investors should (1) each hold shares or securities convertible into shares equivalent to at least 3% of the applicant’s issued share capital as at its listing application and throughout the 12-month pre-application period, or (2) each have otherwise invested at least HKD450 million (USD77 million) in the applicant’s shares or securities convertible into shares at least 12 months prior to its listing application.
  • The prescribed minimum equity holding by all sophisticated independent investors varies from 10% to 25%, depending on whether the applicant is a Commercial Company and its market capitalisation expected at listing.

IPO arrangements

  • The share offer must include both a placing tranche and a public subscription tranche. That essentially means retail investors are allowed to subscribe for, and trade in, the securities of both Commercial Companies and Pre-Commercial Companies. … READ FULL ARTICLE

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

By: Rossana Chu

[1] https://www.hkex.com.hk/-/media/HKEX-Market/News/Market-Consultations/2016-Present/October-2022-Specialist-Technology-Co/Conclusions-(Mar-2023)/cp202210cc.pdf

[2] https://www.hkex.com.hk/-/media/HKEX-Market/News/Market-Consultations/2016-Present/October-2022-Specialist-Technology-Co/Consultation-Paper/cp202210.pdd

Corporate Law (SAS), Coup D’accordéon (Increase in Share Capital) and Temporary Measure

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On 04 January 2023, the French Cour de cassation (financial, commercial and economic chamber (F-B)) stated that the reduction to zero of the share capital can only legally be made on the condition that a subsequent increase in share capital amounting to, at least, the minimum legal or contractual share capital.

Applying articles L.210-2 and L.224-2 of the French commercial Code, the French supreme Court draws the lines of what is named the coup d’accordéon (accordion effect), a metaphor referring to the two cumulative operations leading to an in fine increase in share capital after a reduction of it to zero. Initially used to save the company (see Usinor case dated 17 May 1994, 91-21.364 – B, cited in inter alia Traité de droit des affaires G. Ripert, R. Roblot by M. Germain, V. Magnier Les sociétés commerciales, LGDJ, T2, 23 ed 2022, n°1019 p.718 et seq. and in a nutshell Droit commercial et des affaires, D. Legeais, Sirey, 29 ed 2023, n°601 p.333), this cumulative operation is now more widely associated with a change in the partners allowing new partners to join the company in the event of significant loss (by law total equity (capitaux propres) valuated less than 50% of the share capital, to avoid the dissolution of the company).

As to this specific case, the legal practitioner will take into account that the cancellation of the whole operation was initiated by a shareholder in référé (summary judgment) before the commercial Tribunal, with an ephemera success, such Tribunal decided with innovation to retain the decrease of the share capital to zero but to temporary suspend the increase.

Fortunately, the French Cour de cassation maintains the mechanism composed of the two operations, evidencing the indivisible feature of the coup d’accordéon in a positive way (the two operations cannot be separated), when, in other contexts, the cancellation of one operation cancels a subsequent operation (group of contracts).

It should however be observed that article L.224-2 states that the sanction of dissolution is not automatic as any interested party has to ask for the dissolution of the company before the commercial judge (and as a regularization is possible before the judge states on the dissolution case). This possibility of regularization may be the reason leading the initial commercial judge to have decided to temporarily suspend the subsequent increase of the share capital.

It remains to be seen if and how this legal corporate scheme of coup d’accordéon may be alternatively contractually replicated with the new threshold of 1 euro of the share capital applicable to selected companies only. The operation would consist in the reduction to 1 euro of the share capital and in a subsequent increase of the said share capital to refund the company (see S. comments of S. Sylvestre Dalloz Actualités, Le quotidien du droit dated 21 February 2023). This would apply to SARL and SAS for example, but the question remains to determine if the same indivisible feature would follow.

The thought may be fed by the fact that such an indivisible feature is necessary to refund the company and to therefore protect its creditors. In this perspective, it is hard to imagine how a reduction of the share capital to 1 euro would not be followed by a subsequent increase (the contrary would lead to a bankruptcy, or at least to a material weakening of the company). However, since this operation would not fall within the article L.224-2 legal scheme, a suspension of one of the two operations (the subsequent increase for example) may be contemplated as a temporary measure on a case-by-case basis, as the function of the commercial judge is to be pragmatic and as this temporary measure only aims at putting the process on hold, without cancelling the whole process. In addition, preventing a commercial judge from ruling a temporary measure in any events would lead to bind such judge without any legal exceptions, such situation leading to an illegality.

A temporary measure of suspension may be contemplated for example in the event of necessity of regularization or ratification of the contractual replicated scheme.

It would be for the parties to challenge such temporary measure and for the judge to decide, as decided by the supreme Court with this decision dated 04 January 2023, to bind the two operations and to follow the current case law based on the article L224-2 (or not).

Article by;

Ludovic Timbal Duclaux de Martin, EIRL Me Ludovic Timbal Duclaux de Martin Avocat à la Cour – Barreau de Paris

Up to date 21 February 2023

Ludovic Timbal Duclaux de Martin

HKEX’s Review of Issuers’ Annual Reports for Financial Year Ended in 2021

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The Hong Kong Exchanges and Clearing Limited (HKEX) published on 20 January 2023 a report[1] on its annual review of listed issuers’ annual reports for the financial year ended between January and December 2021 (the Report). The Report covers thematic reviews on specific areas based on the results of previous years as well as emerging trends or matter to be of higher risks. This article summarizes HKEX’s findings, focusing on (i) financial reporting and related controls, (ii) material asset impairments, and (iii) issuers’ compliance with annual report disclosure requirements.

Financial reporting and related controls

Directors of a Hong Kong listed issuer are responsible to prepare the issuer’s accounts and present a balanced, clear and comprehensive assessment of its performance. They should ensure the effectiveness of the issuer’s risk management and internal controls and the adequacy of resources and experience of staff for the financial reporting functions. The audit committee monitors the integrity of the issuer’s financial statements, has oversight of the issuer’s financial reporting system, risk management and internal controls, and reviews the effectiveness of the audit process.

Material differences between audited and unaudited financial statements

HKEX found that in 2022, approximately 200 issuers published unaudited financial statements before the disclosure deadlines due to disruption caused by the COVID-19 pandemic. Of these, about 40 issuers subsequently published audited financial statements that reported material adjustments. A large majority of these material adjustments were related to asset impairments due to:

(i)        failure by issuers to make impairment assessments on their assets in their unaudited financial statements, as they relied on their auditors to ascertain the impairment loss amounts;

(ii)       insufficient impairment loss provision made by management due to failure to collect or consider sufficient information to substantiate the assumptions for the preparation of valuations; and

(iii)      failure to conduct the valuation processes as the valuers were unable to perform site visits.

In a minority of cases, material adjustments were made to reclassify items or correct misapplication of accounting standards. Some adjustments arose from human errors such as erroneous calculation of disposal gains, or under-provision for interests and other expenses.

Auditors’ modified opinions

HKEX found that for the 2021 financial year, 125 issuers received modified audit opinions on their published financial statements, including 44 issuers with modified opinions for the first time. Going concern qualifications remained the most common audit modifications. Other common audit modifications included valuations of assets and limited access to accounting records.

HKEX also reviewed issuers’ disclosure about the modified opinions, including: details of the modifications and their impact on the financial position; management’s position; audit committee’s view and proposed remedial actions. HKEX found that the vast majority of issuers followed its recommendation to disclose information about modified opinions, and noted improvement particularly on the disclosure of action plans to address the modifications.

Delays in publication of results

HKEX found that for the 2021 financial year, a small number of issuers failed to publish their annual results before the three-month reporting deadline and consequently, were required to suspend their securities trading. Most of these cases were due to the following:

(i)        failure to provide sufficient audit evidence or adequately address questions raised by auditors in areas such as impairment assessments, books and records of newly acquired subsidiaries, commercial rationale of new businesses commenced during the year;

(ii)       issuers experiencing liquidity issue or under debt restructuring, resulting in management delays in the preparation of the financial statements; and

(iii)      identification of possible frauds or accounting irregularities, such as discrepancies in cash balance, unauthorized guarantees, unauthorized payments, unauthorized granting of loans, which required independent investigations.

HKEX has the following recommendations:

(i)        Preparation of financial statements: Directors should deploy adequate resources to staffing and maintaining appropriate financial reporting systems. While some factors may be outside their control, directors should incorporate appropriate alternative procedures in their financial reporting process to deal with sudden changes, including those arising from the pandemic… READ FULL ARTICLE

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

By: LI Fai 

[1] https://www.hkex.com.hk/-/media/HKEX-Market/Listing/Rules-and-Guidance/Other-Resources/Exchanges-Review-of-Issuers-Annual-Disclosure/rdiar_2022.pdf?la=en

Practical Tips For a Hong Kong Company to Hold Virtual or Hybrid General Meetings

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Hong Kong law will permit fully virtual or a hybrid mode of virtual and physical general meetings from 28 April 2023 onwards. We would like to share with the readers the new statutory provisions and some practical tips.

Statutory provisions which will become part of the Companies Ordinance of Hong Kong from 28 April 2023

A company incorporated in Hong Kong may hold a general meeting (i.e., a meeting of its shareholders/members):

  • at a physical venue;
  • by using virtual meeting technology; or
  • both at a physical venue and by using virtual meeting technology (i.e., hybrid mode),

unless the company’s articles expressly preclude the holding of a general meeting by using virtual meeting technology or require a general meeting to be held only at a physical venue. Where the articles contain a provision that refers to a place for conducting a general meeting or requires a notice of general meeting to specify the physical venue of the meeting, such provision would not prohibit the company from holding a virtual or hybrid meeting.

Currently, the law allows a Hong Kong company to hold a general meeting at two or more physical places. So, combined with the new provisions, a general meeting may be held at more than one physical place and via virtual meeting technology at the same time.

Technology to be used for holding fully virtual or hybrid meetings must allow participants to listen, speak and vote at the meetings.

Notice of a general meeting shall be given to all members in hard copy form or in electronic form, or by making the notice available on a website, or partly by one of those means and partly by another. The notice should include the virtual meeting technology to be used at the virtual or hybrid general meeting.

Practical tips for holding virtual or hybrid general meetings

Obviously, holding virtual or hybrid general meetings calls for the appropriate technology and may therefore arouse issues not commonly encountered in physical meetings. We set out some tips to deal with those issues below:

  • It is good practice to provide detailed information on the notice of a virtual or hybrid general meeting, e.g., how members may attend by using the virtual meeting technology, registration and verification steps, whether members are required to download or install a specific software or App, and instructions on how they may access documents, appoint proxies, submit questions and cast their votes via the technology.
  • Security and authentication are crucial considerations. Companies should implement appropriate security measures to ensure that no unauthorised persons are allowed to attend the meeting, and members with the right to attend are not excluded from the meeting. The company should provide its members with clear instructions on the registration and authentication process (which should be a simple process). Common tools include unique login ID, password / access code, as well as one-time or unique verification code sent by SMS or email.
  • To avoid ineligible persons attending the meeting, the company should request members not to share invitation links, login ID, password, access code or verification code with other persons. Members should also be reminded to ensure that up-to-date security (including anti-virus and anti-hacking) software has been installed to their connecting devices.
  • Where a fully virtual or hybrid general meeting is held, the technology must allow a person to listen, speak and vote without being physically present at the meeting.
  • The virtual or hybrid meeting is preferably to be accessible in both video and audio formats.
  • Members should have the right to speak at a general meeting and the company should not mute all members throughout the whole meeting. However, the chairman should decide on the appropriate time to allow members (including those attending on a virtual mode) to speak.
  • The company should allow members to submit real-time questions during the meeting orally and electronically by typing into a dedicated meeting application or platform (e.g., question box, chat box). Any limitation on the length of questions should be reasonable… READ FULL ARTICLE

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

By Rossana Chu, Jacky Chan