In 2009, Italian Law introduced a new legal instrument, Business Network Contracts (‘BNC’), which allow aggregations of commercial entities to work together in an organised and durable manner (without having to establish a new company or a consortium) whilst retaining their own independence and individuality, as well as benefitting from various incentives and tax benefits.
In a recent speech given by Mr. Carlson Tong, Chairman of the
Securities and Futures Commission, Mr. Tong pointed out that companies
can improve corporate governance by attaching higher importance to the
role of their board of directors as an internal gatekeeper. Mr. Tong
said that this can be done more easily by having effective independent
non-executive directors (INEDs) on the board.
Authorities in Hong Kong have taken further steps in their deliberate
approach to enforcing the Competition Ordinance. A little over a year
after it was appointed, the Competition Commission released a report in
which it provides a brief introduction to the Ordinance as well as a
roadmap leading to its full entry into force. The report also explains
how the Commission will prioritise its enforcement activities, and
identifies the guidelines, policies and compliance tools which it plans
to release before the Ordinance is enforced. Currently only some of the
institutional provisions of the Ordinance are effective, allowing the
Commission and the Competition Tribunal to prepare for enforcement.
The Ministry of Commerce of the People's Republic of China (“MOFCOM”) passed the Provisional Measures on the Investigation and Handling of Concentrations between Business Operators which were Not Notified in accordance with the Law (the “Provisional Measures”) on 30 December 2011, and uploaded them on its website on 5 January 2012.
The meltdown in global financial markets has triggered a consolidation of the financial services industry as securities firms, asset managers, insurers and banks alike spin-off assets and restructure their operations to shore up capital. These transactions are often global in nature, involving substantial Hong Kong operations. In this article, we review the basic Hong Kong legal and regulatory framework for these transactions and present some lessons learned.