Comparative method
Company-law and securities-law materials from the United States, United Kingdom, Hong Kong, and Singapore, arranged by legal source so students can compare doctrine, regulation, policy reform, and scholarship across common-law systems.
Core company statutes, securities statutes, listing rules, takeover codes, model acts, and corporate governance codes.
ALI《公司治理原则：分析与建议》
Influential U.S. corporate-governance principles on fiduciary duties, controlling-shareholder transactions, and derivative suits.
The dominant U.S. corporate statute for large corporations, covering certificates of incorporation, authorized shares, par and no-par stock, class rights, bylaws, corporate powers, ultra vires, fiduciary architecture, and shareholder remedies.
美国《示范商业公司法》
The leading template for U.S. state corporation statutes, useful for comparing formation, board powers, shareholder meetings, and derivative enforcement.
美国《萨班斯-奥克斯利法》
A major U.S. public-company governance statute on audit committees, management certifications, internal control, disclosure, and accounting-fraud liability.
SEC climate-disclosure rulemaking requiring climate-risk and related financial disclosures, stayed during litigation, no longer defended by the SEC in 2025, and proposed for rescission in 2026.
SEC overview explaining private fund adviser registration after Dodd-Frank, Form ADV, Form PF, private fund operational reporting, and the role of SEC-registered investment advisers.
SEC overview of private funds, including pooled investment structure, limited partners, Investment Company Act exclusions, adviser regulation, exempt offerings, Regulation D, and anti-fraud rules.
17 C.F.R. section 240.14a-9
U.S. proxy antifraud rule prohibiting materially false or misleading statements or omissions in proxy solicitations.
17 C.F.R. Part 243
U.S. selective-disclosure regime requiring public companies to make broad public disclosure when material nonpublic information is intentionally or unintentionally disclosed to specified market professionals or security holders.
17 C.F.R. Part 229
U.S. integrated disclosure regulation setting line-item requirements for registration statements, periodic reports, proxy statements, business descriptions, risk factors, MD&A, governance, and executive compensation.
17 C.F.R. section 240.10b-5
The central U.S. antifraud rule for securities transactions, prohibiting deceptive devices, material misstatements or omissions, and fraudulent acts in connection with purchases or sales of securities.
U.S. safe-harbor rule permitting private resales of eligible securities to qualified institutional buyers, central to many institutional debt and high-yield bond offerings.
The federal statute governing public offers and sales of securities, registration statements, prospectus disclosure, exemptions, and civil liability for defective offering disclosure.
美国《1934年证券交易法》
The core U.S. federal statute for continuous disclosure, proxy regulation, tender offers, insider trading, and securities-market oversight.
英国《公司示范章程细则条例 2008》
Default model articles for UK private companies, companies limited by guarantee, and public companies under the Companies Act 2006.
The UK's principal company statute, including incorporation, constitutional documents, share capital, allotment authority, distributions, company capacity, accounts, directors' duties, derivative claims, and member remedies.
英国《公司董事取消资格法 1986》
The core UK statute on director disqualification, connecting governance, insolvency, wrongful conduct, and market protection.
FCA guidance on the UK regulatory framework for alternative investment fund managers, including authorization and regulatory requirements under UK AIFMD.
英国《破产法 1986》
The main UK statute for company liquidation, administration, transaction avoidance, and director liability in insolvency.
UK government guidance on limited partnership registration, useful with the statutory PFLP reforms for comparing private-fund limited partnership design.
英国《收购与合并守则》
The UK's core takeover regime, emphasizing equal treatment, open procedure, and board limits during control transactions.
英国《公司治理守则 2024》
The UK's comply-or-explain listed-company governance code, updated on internal controls and board accountability.
The FCA sourcebook for admission to the Official List, continuing obligations, sponsor rules, control transactions, and specialist listing categories under the reformed UK listing regime.
香港《公司（清盘及杂项条文）条例》（第32章）
Hong Kong legislation retaining key rules on prospectuses, winding up, corporate insolvency, and director disqualification.
公司条例（第622章）
Hong Kong's modern company statute, useful for comparing incorporation, solvency, directors' duties, member remedies, records, and public filing.
香港交易所《企业管治守则》
Hong Kong's comply-or-explain governance code for listed issuers, a close comparator for Chinese listed-company governance.
The main HKEX rulebook for listing eligibility, continuing obligations, connected transactions, shareholder approvals, disclosure, and listed-company governance.
香港《公司收购、合并及股份回购守则》
Hong Kong's takeover and share-buyback codes, focusing on equal treatment of shareholders and orderly control transactions.
香港《证券及期货条例》（第571章）
Hong Kong's central securities and futures statute, important for listed-company governance, market misconduct, disclosure, and investor protection.
Singapore's principal companies legislation, covering incorporation, management, shares, accounts, registers, director duties, and winding up.
新加坡《2018年破产、重组与解散法》
Singapore's unified framework for corporate and personal insolvency, restructuring, dissolution, judicial management, and creditor protection.
新加坡《证券与期货法 2001》
Singapore's main capital-markets statute for securities, futures, disclosure, takeovers, and market regulation.
新加坡交易所主板上市规则（治理条款）
Singapore Exchange Mainboard Rules, including governance disclosure provisions that connect the governance code to annual reporting.
新加坡《公司治理守则（2018）》
Singapore's listed-company governance code, linked to SGX disclosure requirements through a comply-or-explain model.
Leading judicial decisions on corporate personality, directors' duties, takeover duties, derivative actions, minority protection, and shareholder remedies.
Delaware Supreme Court decision articulating demand futility, board managerial authority, director independence, and the business-judgment baseline for derivative litigation.
Leading U.S. securities-fraud case adopting a probability-magnitude approach to merger-negotiation materiality and recognizing fraud-on-the-market reliance for open-market Rule 10b-5 claims.
Delaware Chancery decision treating board action taken for the primary purpose of interfering with shareholder voting as requiring a compelling justification.
Foundational Delaware corporate-opportunity decision requiring a fiduciary to account where an opportunity falls within the corporation's line of business, the corporation has an interest or expectancy, and the fiduciary's appropriation conflicts with duty.
A foundational Delaware case on board oversight duties and the difficulty of imposing liability for failure to monitor corporate compliance.
Delaware Supreme Court decision clarifying that bad faith, including intentional dereliction or conscious disregard of duty, sits within the duty of loyalty and can defeat business-judgment protection.
Delaware Supreme Court decision allowing business-judgment review for a controller squeeze-out merger conditioned from the outset on both an independent special committee and a majority-of-the-minority vote.
Fourth Circuit case piercing the veil where a corporation was an empty shell, observed no corporate formalities, and was inadequately capitalized for its lease obligations.
Delaware Court of Chancery decision recognizing outsider reverse veil-piercing as a possible, exceptional remedy where corporate affiliates are allegedly used to avoid an appraisal judgment.
Leading Delaware decision on directors' duties when a company enters sale-of-control mode and board discretion shifts toward maximizing value for shareholders.
Delaware Supreme Court decision holding that action that is technically legal under corporate instruments may still be inequitable when used to obstruct shareholder voting.
Seventh Circuit case explaining the two-part Illinois veil-piercing inquiry: unity of interest and ownership, plus fraud or injustice beyond the mere existence of an unpaid judgment.
Leading U.S. private-offering case holding that the private-offering exemption turns on whether the offerees need Securities Act protection, including access to registration-type information.
Delaware Supreme Court decision applying intrinsic fairness review where a controlling shareholder receives a benefit to the exclusion and detriment of minority shareholders.
A Delaware duty-of-care case focused on whether directors adequately informed themselves before approving a merger.
Leading U.S. case defining materiality in the proxy-disclosure context by asking whether there is a substantial likelihood that a reasonable shareholder would consider the omitted or misstated fact important.
Delaware Supreme Court decision creating enhanced review for takeover defensive measures, requiring directors to identify a threat and adopt a proportionate response.
Classic New York case refusing, at the pleading stage, to impose personal shareholder liability merely because a taxi business used many thinly capitalized corporations.
Foundational Delaware case on entire fairness in cash-out mergers, emphasizing fair dealing, fair price, disclosure, conflicts, and appraisal valuation.
Delaware decision on special litigation committees and judicial review of a board committee's attempt to terminate derivative litigation brought in the corporation's name.
English Court of Appeal authority rejecting veil piercing merely because a corporate group is organized to limit liability, absent agency, facade, statute, or other recognized ground.
Classic authority that directors are not ordinary agents of shareholders and need not implement an ordinary-resolution instruction where the articles allocate management power to the board.
UK Court of Appeal decision holding that directors breached duty by taking a property opportunity sufficiently connected to the company's existing business, even though the company was not actively pursuing it.
House of Lords decision recognizing that equitable considerations can justify winding up a closely held company whose incorporated form rests on partnership-like mutual confidence.
The classic proper-plaintiff rule, useful for understanding why derivative actions are exceptional rather than ordinary shareholder suits.
Leading proper-purpose authority holding that directors may not use share-issue powers primarily to alter control in a takeover contest.
House of Lords decision applying separate personality to corporate property, holding that a shareholder had no personal insurable interest in assets owned by the company.
House of Lords decision distinguishing fixed and floating charges over book debts, with major implications for secured creditors and insolvency priority.
House of Lords decision on unfair prejudice, legitimate expectations, and the limits of relief where majority conduct is not legally or equitably unfair.
UK Supreme Court decision confirming that claims against a UK parent for alleged harm from a Nigerian subsidiary's oil operations should not be struck out where parent control or assumption of responsibility is realistically arguable.
UK Supreme Court decision sharply limiting veil-piercing while distinguishing evasion cases from ordinary property and trust analysis.
Foundational authority for the Duomatic principle, under which unanimous informal shareholder assent can operate like a formal company resolution.
Classic UK decision requiring directors to account for profits made from a corporate opportunity obtained by reason of their office, even without fraud or bad faith.
The classic common-law authority for separate corporate personality and limited liability.
UK Supreme Court decision allowing Zambian environmental claims to proceed against a UK parent company on ordinary tort-duty principles, rather than by piercing the corporate veil.
Yung Kee decision on winding up a foreign holding company with a sufficient Hong Kong connection after a family-company shareholder dispute.
Hong Kong Court of Final Appeal decision on claims against directors of an insolvent listed group, including creditor-interest duties and loss caused by improper distributions or redemptions.
Hong Kong Court of Final Appeal decision on the boundary between unfair-prejudice petitions and claims seeking relief for wrongs done to the company.
Hong Kong Court of Appeal decision refusing to sanction a privatization scheme where share-splitting and vote manipulation affected the shareholder meeting result.
Landmark Hong Kong listed-company case in which the SFC obtained a public-interest winding-up order after alleged accounting fraud in a listed issuer.
Hong Kong Court of Final Appeal decision confirming the SFC's broad power to seek remedial orders under section 213 of the Securities and Futures Ordinance before separate criminal or market-misconduct findings.
Hong Kong Court of Final Appeal decision recognizing multiple derivative actions at common law where wrongdoer control prevents companies in a corporate group from suing.
Singapore Court of Appeal decision holding that, in general, the law of incorporation governs whether the veil of a Singapore-incorporated company may be lifted in a cross-border contract dispute.
Singapore Court of Appeal decision on directors' fiduciary duties, conflicts, and liability in the collapse of a corporate joint venture.
Singapore Court of Appeal decision on minority oppression, corporate wrongs, reflective loss, and director liability arising from misuse of a joint-venture company's assets.
Singapore decision distinguishing standard piercing, outsider reverse piercing, and insider reverse piercing, and rejecting insider reverse piercing by a beneficial-owner claimant seeking corporate assets.
Singapore Court of Appeal decision on directors' fiduciary duties and the misuse of corporate opportunities in a joint-venture company.
Singapore High Court decision rejecting broad single-economic-entity reasoning and affirming the separate legal personality of related companies in a commercial enforcement context.
Singapore Court of Appeal decision on minority oppression, commercial unfairness, cumulative conduct, and remedies in a joint-venture company.
Singapore Court of Appeal decision on statutory derivative actions and the limits of shareholder leave where the relevant company is already in liquidation.
Singapore Court of Appeal decision on just-and-equitable winding up, loss of mutual trust, exit assurances, and remedies in a closely held investment company.
Singapore High Court decision setting out directors' fiduciary, care, skill, and diligence duties and the contextual assessment of executive and non-executive roles.
Official and institutional reports, consultation conclusions, staff studies, and exchange reviews that show how company and securities-law policy is made.
SEC staff report on the January 2021 meme-stock episode, market structure, retail order flow, options trading, clearing, and issues for further regulatory consideration.
UK government white paper proposing reforms to audit, corporate reporting, internal controls, dividends, capital maintenance, director accountability, and regulatory oversight.
HKEX consultation conclusions adopting amendments to the Corporate Governance Code and Listing Rules, including board effectiveness, director training, INED tenure, and governance disclosures.
SGX RegCo report on Mainboard issuers' disclosure against Singapore's Code of Corporate Governance, designed to improve comply-or-explain reporting and board governance practices.
Books, law review articles, working papers, and other scholarship for deeper comparative analysis.
Leading post-Enron analysis of gatekeeper failure, auditor incentives, reputational intermediaries, and reform design in securities markets.
Influential argument for expanding shareholder power over governance arrangements, charter amendments, and major corporate decisions in U.S. public companies.
Foundational agency-cost article linking ownership structure, managerial incentives, debt, outside equity, and the separation of ownership and control.
Analysis of section 172 of the Companies Act 2006 and the UK's enlightened shareholder value model for directors' duties and stakeholder considerations.
Leading UK company-law treatise covering corporate personality, incorporation, capital, governance, directors' duties, shareholder remedies, and corporate finance.
Comparative article on England and Hong Kong derivative actions, including statutory reform, survival of common-law actions, and the treatment of multiple derivative claims.
Empirical and doctrinal study of Singapore directors' understanding of their legal duties, combining corporate-law doctrine with survey evidence.