Publication Type

Journal Article

Version

submittedVersion

Publication Date

6-2019

Abstract

Current scholarship emphasises the correlation between enforcement of corporate and securities laws and strong capital markets. Yet, the issue of how private and public enforcement may achieve the objectives of compensation and optimal deterrence remains controversial. While enforcement strategies have been studied extensively in the US and the UK, comparatively less attention is placed on Asia, where concentrated shareholdings are the norm. This study fills the gap by focusing on Hong Kong and Singapore, two leading international financial centres in Asia. Post Asian financial crisis of 1997, Hong Kong and Singapore have changed their laws to strengthen the private enforcement framework. Public enforcement activities have also been significant. The question is whether these reforms and enforcement activities succeed in reaching the afore-mentioned objectives. Based on our study of ex post enforcement actions, which are actions that may lead to sanctions (such as prosecutions or administrative proceedings) or compensation orders, arising from breaches of directorial duties and corporate disclosure violations involving listed companies from 2000 to 2015, we find that (1) public enforcement dominates over private enforcement; and (2) there are important, but limited, substitutes for private enforcement: securities regulators use public enforcement to obtain compensation for investors, and shareholders file requisitions to remove errant directors. We argue that: (a) there is a significant gap in enforcement strategies for directorial wrongdoing in Singapore; (b) for public enforcement of corporate disclosure violations, the beneficiaries of the compensation should be the investors (rather than the company) and the defendants should only be the errant directors (and not the company). Our study is relevant to those jurisdictions considering the powers of regulators and improving their enforcement framework.

Keywords

Corporate law; securities laws, enforcement, Hong Kong, Singapore, shareholder resolutions

Discipline

Asian Studies | Banking and Finance Law | Securities Law

Research Areas

Corporate, Finance and Securities Law

Publication

European Business Organization Law Review

Volume

20

Issue

2

First Page

319

Last Page

361

ISSN

1566-7529

Identifier

10.1007/s40804-019-00129-z

Publisher

Springer

Copyright Owner and License

Authors

Additional URL

https://doi.org/10.1007/s40804-019-00129-z

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