Machine learning (ML) raises issues of risk for corporate and commercial use that are distinct from the legal risks involved in deploying robots that may be more deterministic in nature. Such issues of risk relate to what data is being input for the learning processes for ML, the risks of bias,...

This article critically examines how the illegality defence should be applied to companies. It is argued that the distinctive considerations pertaining to company law meant that the policy rationales underlying the illegality defence that are applicable to cases involving individuals as...

Section 172 of the Companies Act 2006 has been criticised for being unfit for purpose in a post-financial crisis world, given that it is very difficult to hold directors liable under this provision. Although courts should not second-guess board decisions, it does not follow that they should be...

Companies are often penalised for violating regulatory requirements of various kinds, including those under competition law. Some of the relevant statutes only impose liability on the company, but not its directors or employees, whose wrongdoing must nonetheless be attributed to the company to...

A significant implication arising out of an increasingly influential view that fiduciary duties are terms expressed or implied into voluntary undertakings is that all express or implied fiduciary duties can be excluded. This article critiques this implication by advancing the argument that this...

In Bilta (UK) Ltd (in liquidation) v Nazir (No 2), the Court of Appeal held that the ex turpi causa defence was inapplicable by refusing to attribute the fraud of the directors and the sole shareholder to the company in connection with the company's claim against them and third party...

As demonstrated by one of the authors elsewhere, UK-style shareholder stewardship is a ‘global legal misfit’ because it was designed for a jurisdiction with dispersed shareholding where institutional investors collectively control a majority of the shares; however, it has been transplanted...

This paper is a pre-print version of the Introduction to Ernest Lim's A Case for Shareholders' Fiduciary Duties in Common Law Asia published by Cambridge University Press in 2019, which was awarded the Society of Legal Scholars Peter Birks Runner-up Prize for Outstanding Legal Scholarship. This...

This article critically analyses the current and controversial issue of whether sponsors in Hong Kong should be subject to civil and criminal liability for misstatements in an IPO prospectus under the Companies Ordinance. It argues that the existing legal regime provides insufficient deterrence...

This article argues that there should be a new legal form for social enterprises in Asia that takes into account the distinctive contexts within which different types of social enterprises operate in the different Asian jurisdictions, and that is responsive to the evolving needs of social...