The digital era exposed a major jurisdictional gap in EU merger control: “killer acquisitions” of small innovative startups fall below the EU Merger Regulation’s turnover-based thresholds. The EUMR thresholds had two redeeming virtues, i.e. excluding jurisdictional competition between the Commission and Member States, with rare and narrow exceptions under a system of case referrals, and being relatively simple and predictable in their application. Eager for a quick and targeted fix, the Commission responded to the demand for more flexibility in EU merger control by unilaterally “repurposing” the Article 22 EUMR referral mechanism to catch potential killer mergers. Yet, the Commission’s creative solution to its jurisdictional deficit would not effectively address the “deterrence problem” and the “externality problem”, the main deficiencies of the EUMR thresholds, while it would de facto transform merger competence allocation between the EU and Member States into a “non-zero-sum” game, without amending the EUMR that would entail renegotiation of the original “zero-sum” bargain with Member States. Although the Commission’s attempt for unlimited jurisdictional expansion was struck down by the ECJ’s Illumina/Grail judgment, a narrower version of Article 22 EUMR based on national “call-in” powers still remains permissible. Our analysis shows that the repurposed Article 22 in its current form is neither an optimal nor sustainable solution and the search for further systemic reforms continues.

Highly developed and competitive Investment, Wealth (incl. Family Offices) and Philanthropy Hubs in Asia-Pacific, Europe and the Middle East, like Hong Kong and Singapore, Ireland, the Netherlands, Switzerland and the UAE, are in the core focus of the dynamic as well as fragmented international level-playing-field on taxation. The past and the future development of the International Tax Architecture and the various International Tax Standards are elaborated by the G20, the OECD, the EU and more and more also by the UN, and challenged by different NGOs and various international organizations and jurisdictions of the global south. The International Tax Standards are also most important for the respective Investment, Wealth and Philanthropy Hubs as the current and future re-design of their entire tax system including tax incentives, tax exemptions and favorable tax regimes have to align with them. The seminar gives an overview about the current state of play regarding the relevant International Tax Framework incl. BEPS, anti-tax avoidance and tax transparency measures, fair taxation and EU-Code of Conduct requirements, EU-State Aid rules and the Global Minimum Taxation of 15% under Pillar 2 (GloBE) concerning multinational enterprises (MNE), family offices and wealth structures (trusts, private and charitable foundations) to prevent tax avoidance, base erosion and profit shifting, to sanction harmful tax regimes and to curb international tax competition. Their significant impact especially on highly developed and competitive jurisdictions like Investment, Wealth and Philanthropy Hubs (incl. Family Offices) with either a territorial tax system, a modern tax system with an Allowance for Corporate Equity (ACE), certain tax exemptions, tax incentives or favorable tax regimes will be addressed and analyzed. The future position of Investment, Wealth (incl. Family Offices) and Philanthropy Hubs within the highly complex international level-playing-field on taxation requires a comprehensive analysis of the International Tax Architecture and the various International Tax Standards as well as the multiple interaction of national and international tax systems in order to stay internationally competitive, attractive and globally recognized also in the future.

There is really only one claim in antitrust, disguised in myriad ways. It is the claim of refusal to deal. The refusal to deal claim in antitrust is, at its core, a prohibition on discriminatory supply of an input to downstream buyers. To be sure, all in-house production requires such discrimination in supply, so there can be no blanket ban on all refusals to deal. To produce, a firm must keep the input to itself, thereby discriminating against buyers in favor of itself, and then the firm must choose which components to combine with the input to produce the final product. When a firm instead supplies the input on nondiscriminatory terms to others, the firm lets buyers decide which components to combine with the input. To avoid proscribing all in-house production, antitrust limits itself to prohibiting only those refusals to deal in which buyers would do a better job of choosing the product components to combine with the input than would the firm itself. All antitrust claims, from the traditional refusal to deal doctrine itself to exclusive dealing, tying, intrabrand restraints, mergers and collusion, amount to variations on this single prohibition. Understanding that antitrust is really just one big refusal to deal claim helps clarify many difficult questions. One implication is that eliminating the refusal to deal doctrine would force the elimination of all of antitrust. Another implication is that a blanket ban on self-preferencing, which is another name for the discriminatory supply of inputs, would be unworkable because if consistently applied it would make production impossible.

Like private asset managers, managers of public pension funds are typically expected to serve the interests of the funds’ beneficiaries exclusively through their investing and engagement decisions, a model that we term “beneficiary primacy.” Beneficiary primacy theorizes that the best way for fund managers to serve these interests is to maximize the economic value of the fund, and the law implements beneficiary primacy through the fiduciary duties it imposes on fund managers. In my forthcoming article to be published in the Texas Law Review, co-authored with Professor Jeff Schwartz at the University of Utah, we take a different approach. We argue that, for public pension funds, beneficiary primacy is wrong, and that it unduly constrains public pension fund managers by attaching legal risk to their transformative role in corporate governance. We identify the key features that warrant treating public pension funds as principals, rather than agents. These same features uniquely position public pension funds to bring a broader vision of public interest and accountability to corporate governance and the financial markets.

Private international law in Hong Kong aptly illustrates how this subject as practised and studied in this place can no longer rely solely on English case law and academic literature. The interactions of Hong Kong courts with various common law and civil law approaches (whether they converge, diverge or contradict with one another) have frequently tested the boundaries of the subject. Moreover, questions concerning inter-regional private international law have consistently arisen for court adjudication and legislative intervention. The book seeks to examine these topics systematically.

Most U.S. academics publish primarily in student-edited law reviews. The process for submitting to and working with those law reviews is distinctive. In this seminar, Professor Fisch, who has published more than a hundred articles in student-edited law reviews, will share her experiences and offer practical guidance. Topics covered will include how to prepare an article for submission, the submission process, how to navigate an offer of publication, and what to expect from the subsequent editorial process.

Corporate purpose is typically thought of as a concept that originates from and sits within corporate law. However, corporate purpose is also relevant to areas of law beyond corporate law because it addresses corporate power and how it should be constrained. Competition law, which regulates market power, is also concerned with corporate power. In this lecture, Associate Professor Wendy Ng will explore the relevance of corporate purpose to competition law. In particular, she will examine how corporate purpose and the shared focus on corporate power are meaningful avenues through which interactions between competition law and corporate law can be understood and explored.

This seminar will explore the role taxation currently plays in addressing climate change (intentionally and unintentionally) and whether such taxes and tax incentives are “good taxes” or “bad taxes” in terms of tax policy principles used for evaluating taxation measures.

The UK Supreme Court and the Singapore Court of Appeal have provided important restatements of the duty of directors to consider creditors' interests in certain circumstances. This seminar will consider the implications of these restatements for the further development of the law in Hong Kong.

This lecture will discuss how the duties of directors under company law and sustainability-related regulatory requirements can work together to align corporate actions more closely with the interests of people and planet. The lecture will offer a relatively positive assessment of progress to date, explore weaknesses in formal enforcement of duties, and consider challenges arising from the changing economic and political context.

This presentation offers a snapshot into the impact of shifts in market power on commercial landlord-tenant relationships under the Landlord and Tenant Act 1954. For over seventy years, the 1954 Act has regulated business tenancies in England and Wales, based on the assumption that, left unchecked, landlords will exploit their tenants' vulnerability at the end of a lease term. Enacted in a post-war context, the legislation was designed to protect tenants in a retail market that is now vastly different from today’s landscape. While small business tenants continue to occupy high streets, the rise of large multinational corporations and private equity-backed occupiers has significantly transformed the commercial leasing environment. Drawing on Blandy, Bright and Nield’s ‘Dynamics of Enduring Property Relationships’, I argue that it is only by incorporating an analysis of shifting power dynamics into this framework can one can fully understand the broader implications for landlord-tenant relationships. Through 55 semi-structured interviews with property professionals, I challenge original assumptions about landlord power in the current retail market. The data reveal that, rather than the legislation itself, power dynamics are the primary determinant of whether landlord-tenant relationships endure, and leases are renewed. Furthermore, the findings suggest a growing disparity between the commercial terms available to large corporate tenants and those offered to small business tenants, whose economic contributions are often tied to local communities. While the 1954 Act was originally intended to protect small vulnerable tenants, the research indicates that it has, in practice, inadvertently empowered corporate tenants at the expense of small tenants, exacerbating inequalities in lease negotiations.

Empirical legal research often involves learning from a large number of judgments, legislative materials, or other textual data. For example, empirical projects in law and an area of social science use large data sets to learn about human behaviour and social phenomena in the legal sphere. Legal historians also sometimes investigate how hundreds or thousands of cases fitting some description have developed over several centuries. While empirical legal research has successfully yielded valuable insights across jurisdictions and subject matters, it remains rare in Commonwealth jurisdictions. This is partially because empirical projects tend to be time-consuming and expensive to undertake. Enter LawtoData: an app developed to reduce the cost of doing empirical legal research, using judgments as a test case. This app seeks to make empirical research viable without a large budget and an army of research assistants. It is open source and free to use. LawtoData automates judgment data collection, coding and cleaning. That is, this app can: (1) Search for and collect judgments of select Australian, UK and US courts; and (2) Extract and code your choice of data or information from judgments, partially using GPT. You will obtain a spreadsheet with rows of judgments and columns of judgment-specific descriptions/features, such as catchwords/keywords, hearing dates, decisions, decision dates and whatever else you wish to collect from each judgment.

A look at export cartels shows that there are cases where a few powerful players operate globally and centrally set the rules, which then affect the market situation in many jurisdictions. Developments in the digital sector also show us that the largest platforms adopt a global perspective. In both cases, national competition authorities, each overseeing only a small portion of these global markets, have a lot of difficulty bringing cases against these global players. International cooperation on competition law enforcement is weak and based on the hypothesis that national competition authorities bring domestic cases independently of each other. A new set of instruments is needed to allow national competition authorities to cooperate more effectively on global markets.

The need to address the adverse impacts of climate change has been extensively researched in ESG corporate literature. However, within the environmental domain, the detrimental externalities of corporate strategies on biodiversity have been largely overlooked in corporate literature. This gap in research reflects a broader lack of attention to the crucial issue of biodiversity conservation, which should be deemed as urgent as addressing climate change. The reason being that harm to biodiversity is akin to hindering production in various sectors, such as the pharmaceutical industry, just as damage to technological innovation hampers the development of new technologies. This paper argues that corporate incentives to safeguard biodiversity vary across different industries. For example, corporations operating in certain sectors, like the pharmaceutical industry, may have a direct interest in biodiversity preservation. In such cases, directors could be key stakeholders more inclined to directly engage in actions to protect biodiversity. However, for industries where economic interests are less directly linked to biodiversity preservation, strategies for protection should be advocated by other constituencies.

Determining the proper scope of directors' duties--and to whom those duties are owed--is one of the most enduring issues in corporate legal scholarship. For decades, academic conceptions of corporate governance have fallen along two opposing lines: On the one side, the 'shareholder primacy' model, historically associated with the law and economics movement, argues that fiduciary duties should be limited to maximizing shareholder welfare, and that the interests of corporate constituencies such as consumers, suppliers, and employees are better protected through private contracting or public legislation. On the other side, the 'stakeholder' model of corporate governance argues for a broader conception of fiduciary duties, according to which directors are permitted (or even required) to consider a wider range of constituency interests. In the last 30 years, shareholder primacy attained sufficient influence for Henry Hansmann and Reinier Kraakman to famously declare 'The End of History for Corporate Law,' asserting that shareholder welfare was the functional priority in most corporate law jurisdictions around the world. More recently, however, a resurgence of traditional stakeholder theory--particularly in the form of 'environmental, social, and governance' advocacy--has become increasingly influential among scholars, investors, and corporate managers themselves. Thus, notwithstanding Hansmann and Kraakman's triumphalist declaration, whether or not history has ended remains an open empirical question. To help answer this question, this article presents an empirical study of directors' duties and shareholders' rights in 60 jurisdictions around the world. The results of this study are as follows: (1) Corporate law appears to converging on a standard model of shareholder primacy, the defining feature of which is democratic accountability to shareholders; (2) Although the content of fiduciary duties varies across jurisdictions, these duties appear to have little effect on corporate legal outcomes; and (3) The emerging model of shareholder primacy differs from Delaware law, which is a surprising outlier among global jurisdictions. These results raise important issues regarding the direction of corporate governance, suggesting that academic emphasis on fiduciary duties as determinative of corporate decision making may be misplaced.

Succinct and eloquent, On Privacy and Technology is an essential primer on how to face the threats to privacy in today's age of digital technologies and AI. With the rapid rise of new digital technologies and artificial intelligence, is privacy dead? Can anything be done to save us from a dystopian world without privacy? In this short and accessible book, internationally renowned privacy expert Daniel J. Solove draws from a range of fields, from law to philosophy to the humanities, to illustrate the profound changes technology is wreaking upon our privacy, why they matter, and what can be done about them. Solove provides incisive examinations of key concepts in the digital sphere, including control, manipulation, harm, automation, reputation, consent, prediction, inference, and many others. Compelling and passionate, On Privacy and Technology teems with powerful insights that will transform the way you think about privacy and technology.

The law is essential for creating the economic incentives that govern an economy's success. In this talk, I will focus on how these economic effects work in one area of law, that on market competition. Comparing legal practice and economic implications across many jurisdictions, I focus on fines, damages and penalties within anti-cartel law enforcement. In particular, I first argue that setting a successful framework for cost-benefit analysis of cartel violations is not only difficult but also ultimately risky, due to the possibility that correct application of such analysis could lead to bankruptcy of companies. That is, an appropriate ex post methodology of penalties that ensures illegal activity yields expected losses to the violator could have an ironic implications of reducing competition subsequent to legal intervention. Second, I expose arguments for and against integration of a principle of fairness to the corporate offender within cartel fining approaches. To the extent the arguments for fairness to violators are taken seriously, the consequence is that default rules over the level of fines and penalties as a percentage of revenues may be improved.

This presentation by Professor Marc I. Steinberg will focus on the unacceptable state of insider trading in the United States. Unlike the insider trading frameworks in the European Union and other developed markets which are premised on the access or possession of information approach, U.S. insider trading law (with certain exceptions) is based on concepts of fiduciary duty. The consequence is the application of vague standards impacting similarly situated persons in a disparate and unfair manner. In addition, with the U.S. Securities and Exchange Commission (SEC) stretching its regulatory authority seemingly to the ultimate extent with respect to insider trading enforcement, overreach and uncertainty prevail. This unacceptable situation should be remedied by the enactment of a comprehensive insider trading law premised on the access approach as well as the adoption of several other measures that would enhance the integrity of the U.S. disclosure and insider trading regimen. In his presentation, Professor Steinberg will discuss a number of the recommendations he makes in his recent Oxford University Press book Rethinking Securities Law which was awarded Winner best law book of 2021 in the United States by American Book Fest.

This lecture will highlight why protecting public procurement processes from distortion by collusion between suppliers bidding for government contracts and corruption of public officials should be a priority for governments and relevant authorities. It will consider why, despite significant international and national efforts to combat collusion and corruption, these practices seem to remain pervasive problems in public procurement. Finally, it will provide some reflections on how efforts to combat these practices can be bolstered, including through prevention, deterrence, and greater policy coordination between public procurement, competition, and anti-corruption authorities.

An important but less often talked about infrastructure behind Hong Kong as an international capital market is its insolvency regime, which is efficient and effective in protecting the interests of creditors and companies alike. It is also in tune with and regularly invoked alongside other common law insolvency jurisdictions as well as the Mainland insolvency regime in myriad cross-border cases. This lecture will provide an overview of this interesting and developing regime.

AI appears to disrupt key private law doctrines, and threatens to undermine some of the principal rights protected by private law. The social changes prompted by AI may also generate significant new challenges for private law. It is thus likely that AI will lead to new developments in private law. This Cambridge Handbook is the first dedicated treatment of the interface between AI and private law, and the challenges that AI poses for private law. This Handbook brings together a global team of private law experts and computer scientists to deal with this problem, and to examine the interface between private law and AI, which includes issues such as whether existing private law can address the challenges of AI and whether and how private law needs to be reformed to reduce the risks of AI while retaining its benefits.

Topic: General Introduction and The UNIDROIT Principles and International Commercial Contracts: Implications for Hong Kong Speaker: Professor Anna Veneziano, Deputy Secretary-General of UNIDROIT Topic: The UNIDROIT Academy and Internship and Scholarship Opportunities at UNIDROIT Speaker: William Brydie-Watson, Senior Legal Officer of UNIDROIT

With the sharp decline in the property market in recent years, many buyers of first-hand residential properties, after the signing of the Formal Sale and Purchase Agreement, decided to abort the transaction. Under the terms of the standard contract under The Residential Properties (First-hand Sales) Ordinance (Cap 621), apart from forfeiting any deposits, the Developer is entitled to resell the unit for less than the initial purchase price, and the original buyer has to pay for the price difference. The standard term would refer to this resell period to be within six months from the date of termination of the Formal SPA. Recently, developers have commenced legal action against these buyers, some of which involve the price difference calculated on the basis of a resale that took place 22 months later. This seminar will explore issues arising from this recent wave of lawsuits commenced by developers. Under the standard terms for the sale of first-hand units, how should the date of termination be determined? Upon default of a purchaser, does the Developer have to issue a notice of termination? Under the terms of the standard contract (or under common law) can the developer delay resale until an opportune time, or must it elect to terminate the Formal SPA within reasonable time? Does the Developer have to mitigate its losses?

The Apex Securities Case deals with the course of judicial decision making that construed certain provisions of the Malaysian Companies Act 2016 in a manner that reverberated in the legal and capital market transactions. The Malaysian Court of Appeal decision resulted in much uncertainty over whether a company can enter into a conditional agreement subject to ratification by general meeting until the principles of interpretation of the relevant company law legislation was clarified at the Malaysian Federal Court. This seminar will share insights which will be invaluable to lawyers and corporate advisors from investment banking and capital market fraternity as Malaysia shares fundamental features of Hong Kong company law.

Our privacy is besieged by tech companies. Companies can do this because our laws are built on outdated ideas that trap lawmakers, regulators, and courts into wrong assumptions about privacy, resulting in ineffective legal remedies to one of the most pressing concerns of our generation. Drawing on behavioral science, sociology, and economics, Ignacio Cofone challenges existing laws and reform proposals and dispels enduring misconceptions about data-driven interactions. This exploration offers readers a holistic view of why current laws and regulations fail to protect us against corporate digital harms, particularly those created by AI. Cofone then proposes a better response: meaningful accountability for the consequences of corporate data practices, which ultimately entails creating a new type of liability that recognizes the value of privacy.

The seminar gives an overview about the state of play regarding the implementation of GloBE worldwide and explains the dominant role of Qualified Domestic Minimum Top-up Taxes (QDMTT) including respective tax and revenue allocation effects. The impact of GloBE on tax incentives will be analyzed. Especially in jurisdictions with a territorial tax system, a modern tax system with an Allowance for Corporate Equity (ACE) or preferential tax regimes (Hong Kong, Ireland, Liechtenstein, Singapore, Switzerland), tax exemptions and tax incentives like IP-Boxes are mostly cancelled-out by GloBE-top-up taxes, subject to the introduction, e.g., of Qualified Refundable Tax Credits (QRTC) and the application of Substance-Based-Income Exclusions (SBIE). Conversely, high tax countries like France, Spain and the UK still may use classical tax incentives, like IP-Boxes, to increase their tax competitiveness and to lower their effective tax burden up to a maximum of 15%.

Once upon a time, it was relatively easy to identify who was a “professional”. As the authors of Jackson & Powell on Professional Liability put it "the occupations which are regarded as professions have four characteristics”. These were the mental rather than manual nature of the work; the moral aspects of their role; the existence of collective organisations to which professionals belonged and which oversaw their activities; and the social status which members of the professions enjoyed. Please visit https://aiifl.law.hku.hk/future-challenges/ for more details.

The Pillar Two Model Rules are designed to ensure large multinational enterprises (MNEs) pay a minimum level of tax on the income they derive in each jurisdiction where they operate. The Model Rules are a legislation template that jurisdictions are meant to translate into domestic law. Model Rules are integrated and supplemented by the Commentary and the administrative guidance, which have the role of helping jurisdictions implement the relevant domestic template legislation within the agreed timeframe and in a coordinated manner. The Pillar Two Model Rules have been designed as an overlay of tax rules that float upon a diverse range of tax systems. As such, many of the specific provisions of the Pillar Two Model Rules will not apply to all jurisdictions or each individual in scope MNE. Taxpayers in the scope of the rules compute their effective tax rate with respect to each jurisdiction where they carry out business operations and pay top-up tax for the difference between 15% and their effective tax rate. The eventual top-up tax is generally charged in the jurisdiction of the ultimate parent of the MNE. A de minimis exclusion applies where there is a relatively small amount of revenue and income in a jurisdiction. The Model Rules contemplate the possibility for the jurisdictions to keep their primary right of taxation over the income they generated by introducing their own domestic minimum top-up tax (QDMTT), which must mirror the Model Rules and which prevents (or is at least fully creditable against) any liability under Model Rules.

In the digitalised world, data has become a critical resource for businesses. With companies relying on data to improve operations and enhance user experiences, cross-border data transfers have become complex, particularly when transferring data to jurisdictions with weaker data protection regulations. The European Union (EU), known for its General Data Protection Regulation (‘GDPR’), leads in data regulation. The EU allows data transfers to countries outside its borders if these countries provide an "adequate" level of data protection. This presentation explores the EU Commission’s adequacy decisions for Korea and the US (‘the EU-US Data Privacy Framework’), compares the respective data protection regimes, and addresses the legal challenges that arise in cross-border data transfers within the evolving digital landscape. By examining the standard of "adequacy" in both jurisdictions, this presentation also offers insights for other jurisdictions considering an adequacy decision with the EU Commission.

In this seminar, Professor Chang will discuss antitrust remedies and policy interventions for the platform monopolies operated by Big Tech. Previously, he has written on the need to quantify the welfare effects of remedies and interventions on a platform’s various constituents. Here Professor Chang will also preview recent litigation against Big Tech and analyze the influence of antitrust progressives in shaping the Department of Justice and the Federal Trade Commission in the United States.

The international tax order has historically been OECD-centric with the UN playing second fiddle – if at all. However, of late, a lot is happening not only at the OECD but also at the UN, which could disrupt the international tax system and leave it in a state of disarray; if not anarchy. Past. An effort will be made to lay bare the revisionist viewpoint of the UN’s entry to and role within the international taxation system, and its outcomes particularly for the Global South. Present. The UN’s posturing not only at the Tax Committee level but also via other institutional interventions, may be indicative of a more dominant role across the international tax scene, which will be contextualized by connecting dots into the bigger picture. Future. While the OECD grapples with its two Pillars, the UN General Assembly Resolution 77/244 may have laid the foundations for the raising of a whole new Column – perhaps a Superstructure. While being tax-technical to the extent possible, this presentation will provide a critical snapshot of the current international tax scene with possible forebodings for the future.

In Blockchain Regulation and Governance in Europe, Michèle Finck examines the relationship between blockchain technology and EU law and introduces the theme of blockchain governance. The book provides a general introduction to blockchains as both a regulatable and a regulatory technology and outlines the interaction between distributed ledger technology and specific areas of EU law, such as the General Data Protection Regulation. It will be of great interest and immensely pertinent to anyone interested in EU law, the relationship between law, innovation and technology, and technology governance.

Singapore’s push for the accelerated adoption of technology, as part of the transformation of its legal sector to support the digitalisation of its economy, began over 6 years ago. Integral to this effort was the Singapore Academy of Law’s Future Law Innovation Programme (FLIP) which was an industry-wide initiative to help law firms innovate new business models and catalyse the establishment of a national legal tech ecosystem. FLIP’s 2-year pilot ended just as the COVID pandemic started in 2020. Since then, new developments – like generative AI – have emerged amidst renewed efforts to help the legal profession look beyond the “BAU”. As education is a key intervention, this talk delves into the current thinking within SAL concerning continuing legal education and the training of lawyers in the age of pervasive AI.

As the financial industry seeks to leverage the strengths of artificial intelligence (AI), it must confront the data quality problem. AI applications demand substantial volumes of both training and testing data, posing significant challenges not only in terms of data availability but also with respect to its quality. Open finance initiatives focus on the former but not the latter. AI regulations are likely to impose strict but general data quality requirements prompting the question how the financial industry will meet them. While some private initiatives aimed at addressing the problem are ongoing, major issues in areas such as data structuring, compensation, liability, and dispute resolution are likely to remain unaddressed. This paper proposes a menu of public policy options designed to address the data quality problem inspired by data quality regulations in various sectors. These options range from providing guidance regarding financial data quality, mandating the setting of data quality standards by private data sharing schemes to public management of data pools certified to meet such standards.

This Seminar examines this narrative by systematically analyzing strategic incentives for adopting or retaining Pillar Two’s three components: the Income Inclusion Rule (IIR), the Qualified Domestic Minimum Top-Up Tax (QDMT), and the UTPR or under-tax profit rule. It finds that such incentives are surprisingly weak for national-income-maximizing governments. Specifically: (1) IIR adoption is irrational conditional on QDMT adoption by other countries in response; (2) QDMT adoption is rational if and only if in response to IIR adoption, and the combination of IIR and QDMT adoption is therefore unstable; (3) in many policy-relevant circumstances, QDMT adoption is not an effective response to UTPR adoption, and IIR adoption is generally not an effective response to UTPR adoption. In addition, the Seminar draws an important distinction between two interpretations of the UTPR (extraterritorial v. non-extraterritorial), and identifies conditions under which they are equivalent (generating weak enforcement effects) and where they diverge. The Seminar’s findings suggest that if countries are motivated by national self-interest, then even after many adopt Pillar Two, the regime may still unravel. Indeed, the fact that Pillar Two contemplates very substantial wealth transfers among countries makes its “incentive compatibility” highly unlikely. The Seminar also shows the extraterritorial and non-extraterritorial interpretations of the UTPR raise distinct normative questions about international law; normative debates about the UTPR should therefore pay closer attention to the UTPR’s positive features.

In digital markets, data protection and competition law affect each other in diverse and intricate ways. Their entanglement has triggered a global debate on how these two areas of law should interact to effectively address new harms and ensure that the digital economy flourishes. Coherence between Data Protection and Competition Law in Digital Markets offers a blueprint for bridging the disconnect between data protection and competition law and ensuring a coherent approach towards their enforcement in digital markets. Specifically, this book focuses on the evolution of data protection and competition law, their underlying rationale, their key features and common objectives, and provides a series of examples to demonstrate how the same empirical phenomena in digital markets pose a common challenge to protecting personal data and promoting market competitiveness. A panoply of theoretical and empirical commonalities between these two fields of law, as this volume shows, are barely mirrored in the legal, enforcement, policy, and institutional approaches in the EU and beyond, where the silo approach continues to prevail. The ideas that Majcher puts forward for a more synergetic integration of data protection and competition law are anchored in the concept of 'sectional coherence'. This new coherence-centred paradigm reimagines the interpretation and enforcement of data protection and competition law as mutually cognizant and reciprocal, allowing readers to explore, in an innovative way, the interface between these legal fields and identify positive interactions, instead of merely addressing inconsistencies and tensions. This book reflects on the conceptual, practical, institutional, and constitutional implications of the transition towards coherence and the relevance of its findings for other jurisdictions.

One of the most striking changes in the world’s capitalist economies has been the rise of cross-border share ownership over the last twenty-five years. The talk will document this rise and seek to understand the relationship between this rise and corporate governance. The starting point is an exploration of the factors independent of corporate-governance considerations that favor a global market for securities and those that impede it. The rise in foreign ownership globally can be explained in significant part by the weakening of these impeding factors. The demand outside a country for the shares of its issuers is determined both by how much the forces impeding a global market for securities have weakened and by the corporate governance of the country’s issuers. This observation suggests pathways of causation between increased foreign ownership and improved corporate governance that run in both directions. For each, the weakening of the forces independent of corporate governance that impede a global market for securities acts as a catalyst. As they weaken, foreign ownership increases, leading to improved corporate governance, which in turn leads to increased foreign ownership.

The U.S. stock market has been transformed over the last twenty-five years. Once a market in which human beings traded at human speeds, it is now an electronic market pervaded by algorithmic trading, conducted at speeds nearing that of light. High-frequency traders participate in a large portion of all transactions, and a significant minority of all trade occurs on alternative trading systems known as “dark pools”. These developments have been widely criticized, but there is no consensus on the best regulatory response to these dramatic changes. The book offers a comprehensive new look at how these markets work, how they fail, and how they should be regulated. It draws on the informational paradigm of microstructure economics to highlight the crucial role of information asymmetries and adverse selection in explaining market behavior, while examining a wide variety of developments in market practices and participants. The result is an account of the stock market’s regulatory framework, fundamental institutions, and economic dynamics, combined with an assessment of its various controversies. The New Stock Market covers a wide range of issues including the practices of high-frequency traders, insider trading, manipulation, short selling, broker-dealer practices, and trading venue fees and rebates. The book illuminates both the existing regulatory structure of our equity trading markets and how we can improve it.

Rethinking Securities Law focuses on many key aspects of securities regulation and recommends meaningful reforms that should be implemented. The book addresses such fundamental subjects as the disclosure regimen of the federal securities laws, exempt offerings (for issuers as well as in the resale setting), the Securities Act registration framework, corporate governance, private securities litigation, insider trading, mergers and acquisitions, and the SEC itself. The book’s final chapter provides a summary of recommendations for adoption, numbering about 125 such recommendations.

The recent failures of Silicon Valley Bank (SVB), First Republic Bank (FRB) and Signature Bank have placed deposit insurance schemes and their limitations under the spotlight. This presentation considers deposit insurance schemes in major jurisdictions, and explores some risk mitigation steps that multinational corporations can take to better protect their large bank deposits. Recent bank failures have also prompted financial regulators to consider whether existing deposit insurance schemes are fit for purpose. This presentation explores three potential options for reforming the US deposit insurance scheme proposed by the US Federal Deposit Insurance Corporation (FDIC): (1) limited coverage; (2) unlimited coverage; and (3) targeted coverage. Any reforms resulting from the FDIC’s proposals will not only be significant for the US financial system, but for the entire global financial system, because many deposit insurance schemes around the world are modelled on the US scheme.

Fundamental aspects of trust law are being considered with increasing frequency in the higher courts around the world and, in the process, trust law is being developed, at pace, in crucially important respects (including trust validity (Webb v Webb; Zhang Lan v La Dolce Vita); exclusion of trustee duty (IQ EQ); trustee third party liability and indemnity (Investec Trust v Glenalla; Equity Trust v Halabi; Von Westenholz/ Guardian Trust principle); function of letters of wishes (Piedmont and Riviera Trusts; Re X Trusts); role of protectors (Re X Trusts); scope and exercise of powers (Grand View; Rysaffe Fiduciaries)). This talk will consider several of the more recent decisions and will address points of principle arising and their profound practical consequences, many of which are only now becoming apparent.

Interference in sovereign affairs was for a long time a leading motif in Third World approaches to international law. Following the end of the Cold War, the debate has witnessed significant mutations. Interference is all encompassing and hard to pin down; it proceeds through a range of decentralized and private actors; few issues are still seen as inherently domestic; and disruption rather than coercion seem involved. Is the notion still helpfully understood as a corollary of sovereignty? What exactly is it meant to protect? How might one reinvest it with meaning without letting the fight against undue interference be worse than the problem it seeks to solve?

Central banks should ensure that they have the capacity to continue to meet their policy objectives in the digital age. It is in this context that central bank digital currency (CBDC) should be evaluated. If designed appropriately, CBDCs could allow central banks to modernize payment systems and future-proof central bank money as the pace and shape of digitalization continues to evolve. This Seminar proposes a dynamic decision-making framework under which the central bank can make decisions under uncertainty. A phased and iterative approach could allow central banks to adjust the pace, scale, and scope of their CBDC projects as the domestic and international environment changes.

This presentation will consider the recent decision by the New Zealand Government to implement a Digital Services Tax (DST) as a reaction to the slow progress globally to implement the BEPS 2.0 Two-Pillar approach. It will review the original proposal released for consultation in 2019, the draft legislation introduced to Parliament in late August 2023, and speculate what may happen following the General Election to be held on 14 October 2023. Building on this foundation, the presentation will then move its focus to considering whether Hong Kong should follow a similar approach.

As China’s leading role in international trade and finance continues to mature, the settlement of disputes bilaterally and informally, or through formal mediation, while much to be welcomed, may not be sufficient to deal with the number of disputes that inevitably arise in trading and financial relationships. It is at that point that the dispute resolution provisions in the contractual documentation (including governing law) will govern how the dispute is to be decided. The purpose of the seminar is to identify the themes that will influence the evolution of these clauses. As well as the content of contractual provisions, the seminar will discuss the economic and other factors that may produce divergence from current dispute resolution models. The seminar will consider key factors influencing the selection of specific dispute resolution clauses in these international commercial contracts, considering the context of Chinese enterprises. Draft amendments to China’s Arbitration Law and changes such as legitimising ad hoc arbitration for foreign-related disputes and incorporating the notion of seat may affect CDR clauses. The seminar will discuss themes that will influence the future evolution of China’s commercial dispute resolution clauses – what will they look like in 10 years’ time? Will they diverge from current models in use internationally?

The integration of technology, finance and services is rapidly changing the banking landscape, as big techs, fintech firms, non-bank financial institutions as well as incumbent banks take up stakes in virtual banking. New technology-driven models exploit the expanding data footprints of individuals and firms to generate information capital and reduce the reliance on collateral when offering loans and other financial services. Drawing on experiences from existing virtual banks, the speakers demonstrate that data and entities that manage data will be at the heart of this transformation from physical collateral to information collateral, helping to drive financial inclusion. At the same time, the growing importance of information capital presents new challenges to data privacy and its regulation. Financial regulators thus need to ensure that regulatory oversight delivers on the inclusion and intermediation-enhancing benefits of digital finance without compromising traditional regulatory goals. Moreover, there is a pressing need for a system of data governance that allows consumers and businesses to exercise control over their data through the granting and withholding of consent to the use and transfer of their data. The speakers delve into the case of India’s digital public infrastructure (DPI) and Hong Kong’s virtual banking experience to offer examples of a data governance framework and an integrated regulatory framework respectively.

About the Author: Professor Lionel Smith is Cheng Yu Tung Distinguished Visiting Professor at HKU during September 2023. He is Downing Professor of the Laws of England at the University of Cambridge and a fellow of Gonville and Caius College. He previously taught at the Universities of Alberta and Oxford before joining McGill University in 2000, where he was Sir William C Macdonald Professor of Law at McGill University from 2013-2022. Previously he was Director of the Paul-André Crépeau Centre for Private and Comparative Law and James McGill Professor. He is a Titular Member of the International Academy of Comparative Law and member of the American Law Institute, the European Law Institute, and the International Academy of Estate and Trust Law, and is a non-practising member of the Bar of Alberta.

Breaking Away sounds a warning call alerting readers that their privacy and autonomy concerns are indeed warranted, and the remedies deserve far greater attention than they have received from our leading policymakers and experts to date. Through the various prisms of economic theory, market data, policy, and law, the book offers a clear and accessible insight into how a few powerful firms - Google, Apple, Facebook (Meta), and Amazon - have used the same anticompetitive playbook and manipulated the current legal regime for their gain at our collective expense.

A fair, shared and inclusive global economy can only be concretised through a framework that allows access to sustainable finance. Robust procedural and substantive legal frameworks contribute towards this ecosystem by answering questions of private international law, such as applicable law, jurisdiction, as well as recognition and enforcement. Private international law also provides mechanisms of international cooperation to allow such questions to be answered clearly and effectively. In particular, coordinated guidance frameworks relating to digital currencies and payment systems, the treatment of digital assets and tokens, artificial intelligence (AI) and automated contracting, cross-border insolvency proceedings, and novel governance structures such as decentralised autonomous organisations (DAOs) and voluntary and compliance markets on carbon credits will contribute to the goals of sustainable financing and access to capital. Examining each of these examples, this event will address the impact of private international law rules on cross-border access to capital and finance, sound commercial and business governance, and sustainable development.

The world today is afflicted by the inequality of wealth created in large part by monopolistic ownership of land. Hong Kong, with the least affordable housing in the world, provides a particularly apt example of how property law protects such monopolies – and also how the creation of new property rights can break them up. The Speaker will use Hong Kong as a case study to suggest both a diagnosis and a solution to two aspects of property law that slow down the creation of housing. First, the division of property rights between private owners and the government creates a bilateral monopoly that results in a gridlock. Second, reallocating property rights to end such a gridlock is impeded by the reciprocal causation between property rights and political influence – what the speaker calls a “constituency effect” of property law. Rather than attempt a frontal assault on existing holdings that would likely be foiled by such constituency effects, the speaker suggests that the government should create entirely new property rights around which new interest groups could form. By giving every Hong Kong resident “land options for housing” (LOHs), the government could create a competitive market for development rights that simultaneously ends the gridlock of monopoly and creates a new constituency to lobby for more housing.

We deploy a suite of topic modeling visualizations to reveal how tying caselaw has fragmented since the Sherman Act. Topic modeling is a natural language processing algorithm that illustrates the statistical relationships among words within a corpus of texts; tying is the sale of one product on the condition that the consumer also purchase another product. Here our corpus consists of every federal tying decision between 1890 and 2018, a body of caselaw that is notoriously convoluted. Our results show that tying cases tend to be more loosely connected than in other antitrust doctrines. Additionally, using the “strength of weak ties” theory from sociology, we illuminate the similarities in legal and economic reasoning among tying cases in disparate industries.

This book proposes a new way of thinking about the controversial and complex challenges associated with the regulation of high-cost credit, specifically payday lending. These products have received significant attention in both the media and political arena. The inadequacy of regulatory interventions has created ongoing problems with the provision of high-cost credit, particularly for consumers with lesser bargaining power and who are already financially vulnerable.

China has witnessed more and more cross-border insolvency cases in the recent decades. Further, due to the proximity and close economic ties between the Mainland China and Hong Kong Special Administrative Region (SAR), it is not difficult to understand the unprecedented importance of the arrangement between the Mainland and Hong Kong SAR concerning the cooperation mechanism for China-Hong Kong SAR cross-border insolvencies adopted in May 2021 (the Arrangement). However, the recent high-profile cross-border insolvency cases relating to the Peking University Founder Group (PUFG), Tsinghua Unigroup, and Hainan Airlines (HNA), which concern both the Mainland China and Hong Kong SAR, seem to indicate that the Arrangement is far from being enough to cope with all the cross-border insolvency cooperation matters between the two jurisdictions. The presentation tries to inquire as to why the Arrangement has not fulfilled its mission to the full extent, and whether and how to improve the current unsatisfactory status.

Artificial intelligence (AI) is increasingly used in different areas of insurance business, including underwriting, sales and claims handling. While it is capable of providing many benefits to insurers and customers, it gives rise to a number of important regulatory concerns, in particular in relation to governance and potential discriminatory practices. Insurance regulators have started to address such concerns through guidelines that may state high-level principles or set out specific obligations in relation to the development and use of AI applications. The seminar will consider this emerging area of regulation based on practical examples and regulatory circulars issued in key jurisdictions.

State-owned enterprises (SOEs) are among the most important type of companies in many jurisdictions in Asia and beyond. But SOEs raise a unique governance issue: there is the risk that the government will exercise its powers as a controlling shareholder of the SOEs to advance its partisan ends rather than to promote public benefit. After all, there have been extractions of private benefits of control by the state controller in SOEs to the detriment of the company and the public. But the government (particularly where it uses public funds to invest) has to act in the public interest; it is ultimately accountable to its citizens. There is significant literature showing that the state’s relationship with its subjects is akin to the private law fiduciary relationship where there is discretionary power, information asymmetry, dependence and vulnerability. Drawing on this literature and the case law, Professor Lim argues that the government should be subjected to fiduciary duties where it is a controlling shareholder as in the case of SOEs (or where it is a minority investor in non-SOEs). He then explores the implications of government shareholder fiduciary duties for environmental, social and governance (ESG) management. He also examines the relationship between the fiduciary duties of the state controller and directors. Finally, he addresses potential objections and suggests how the government’s fiduciary duties can be enforced.

On subjects ranging from trade to democratization, there has lately been a wave of laments about China's development belying Western expectations. Yet these disappointments often come with misunderstandings of the very institutions that China was expected to adopt. Chinese taxation offers a sharp illustration. When China introduced a tax system suited for the market economy, it fully intended tax collection to rely on self-assessment, audits, and the rule of law. But this Western approach was quickly jettisoned in favour of one that emphasized monitoring of taxpayers and ex ante interventions, at the expense of deterrence and truthful reporting norms. The Chinese approach surprisingly matches recommendations made by recent economic scholarship on tax compliance and state capacity. China's massive but little-known explorations in taxation highlight the distinct types of modern state capacity, and raise challenging questions about the future of taxation and the superiority of institutions based on rule of law.

One can reasonably claim that Hong Kong is a remarkable tax policy museum. For a First World jurisdiction, it has an unusually limited range of taxes – there is no prescribed, general Sales Tax nor any formal Capital Gains Tax, for example. Yet one can also argue that has been a centre of revenue policy innovation. The innovation, above all, has pivoted on successfully accessing non-usual sources of public revenue (especially land-related revenues). The result is that tax reform has been kept to a minimum. Hong Kong thus retains a Revenue Regime (RR) which is (formally) low tax, clearly simple (with low compliance costs) and it has generated revenues sufficient to build excellent infrastructure, to provide often first-rate government services, to enable Hong Kong to stay virtually debt free and to amass huge fiscal reserves. This presentation will explain the origins and development of this exceptional RR. It will also examine the closely related development of Hong Kong’s massive public housing system.

In the current age of globalisation, capital mobility has contributed to international tax competition. While some countries succeeded in attracting as much foreign investment as possible by offering lucrative tax benefits, other countries have found themselves suffering from loss of tax revenue. For more than two decades, the Organisation for Economic Cooperation and Development (OECD) has been playing a leading role in the multilateral cooperation to combat harmful tax competition. On 8 October 2021, 136 jurisdictions under the Base Erosion and Profit Shifting Inclusive Framework reached a historic agreement to introduce a global minimum tax reform that aims to curb tax competition between jurisdictions. Will tax competition disappear under the global minimum tax reform? If not, what will it be like in the post-Pillar Two environment? This presentation will first discuss the problems of tax competition and give a historical account of the OECD’s efforts to tackle harmful tax competition. It will analyse how the OECD’s attitude and approach to address tax competition has evolved since the 1998 Report. Then, it will contemplate the future of tax competition in the post-Pillar Two environment. On the one hand, it will analyse how, and to what extent, the global minimum tax reform will reach its goal of curbing tax competition. On the other hand, it will explore any remaining scope for tax competition, based on the key technical designs of Pillar Two and the latest reactions of various jurisdictions.

Today, the metaverse can be described as a digital reality that combines aspects of social media, online gaming, augmented reality (AR), virtual reality (VR), and cryptocurrencies to allow users to interact virtually. What is the current situation of the Metaverse in China? Given that digital assets are normally a very important part of the Metaverse but given the fact that cryptocurrencies are banned in Mainland China, is there a Metaverse in Mainland China and, if so, what does it look like? Also, what about Hong Kong? Is the Metaverse industry booming in the Special Administrative Region? The speaker will address these questions plus some general questions such as Open Metaverses vs Closed Metaverses, the Metaverse and DeFi, the Metaverse and privacy.

The Covid 19 pandemic has cost millions of lives. Its deleterious effects on mental health as well as social, cultural and educational development has been well documented. Its dire economic consequences were arguably greater than those of any event since the Wall Street Crash of 1929. The global insurance industry has suffered an estimated US$44 billion in losses as a consequence of the Covid 19 pandemic. Many pandemic-related claims were made by businesses which could not operate due to outbreaks of the disease and related government ‘lockdowns’. Many insurers preferred to litigate over such claims rather than pay them, believing that their magnitude – in terms of both their number and size - could lead to their own financial collapse. Decisions such as that of the UK Supreme Court in FCA v Arch have followed. Some have favoured policyholders whereas others have not. The development of pandemic risk insurance on a public-private basic has been mooted as a way of closing a perceived ‘protection gap’ in relation to Covid 19 and possible future pandemics. Many schemes have been proposed but none have been implemented. This seminar looks at the nature of BII cover; examines the decision in FCA v Arch and other significant cases; and considers the future of BII and pandemic risk insurance cover. It draws upon the speaker’s research for his article Business not as usual – The Financial Conduct Authority v Arch Insurance (UK) Ltd (2022) J.B.L., Issue 4 pp 257-281 and his chapter Pandemics and Disasters: Insurance Challenges for the forthcoming book The Global Insurance Market and Change: Emerging Technologies, Risks and Legal Challenges (Routledge, 2023) edited by Dr Tony Tarr.

The bankruptcy filing of FTX, the world’s second largest crypto exchange, was a point of inflection for governments, regulators and even the industry itself. Could regulation have forestalled the failure of FTX, protected investors from significant losses and prevented heavy damage to confidence in the industry? Across the world, there is yet a general consensus on how crypto activities and players should be regulated. In the United States, the debate has not moved beyond the question of who should regulate. Most jurisdictions have chosen to use their anti-money laundering regime (AML), which does not deal with conduct and investor protection issues, to regulate crypto platforms. Hong Kong has taken a bolder path. By summer this year, it will be mandatory for all centralized virtual asset platforms that offer virtual asset services in Hong Kong, whether or not the assets traded are securities, to be licensed by the Securities and Futures Commission (SFC) under its “fit and proper” regime, with the objective of ensuring investor protection. Many governments have made known their desire for their market to be a hub for Web3, and the center for technological leadership. Yet, without a clearly defined regulatory approach, it would be difficult to continue to foster innovation while protecting consumers and investors. Inevitably, regulation comes at a cost. When properly calibrated, the benefit it yields should justify the cost. In the fast-evolving virtual asset universe, where does the balance lie? Join Alexa Lam and her moderator Jay Luo for a discussion of how an appropriate regulatory model could be created and what it might look like.

This book presents a fresh contextualized and cosmopolitan perspective on comparative law. It critically discusses established approaches to comparative law, but also presents more modern ones, such as socio-legal and empirical comparative law. Special emphasis is given to the impact of globalization on legal systems. It also explains how other disciplines make comparative law richer by using new methods and extending it to new questions.

In 2018, the English Court of Appeal handed down its decision in First Tower Trustees Ltd v CDS (Superstores International) Ltd [2018] EWCA Civ 1396. In doing so the court issued important guidance on the usage of a principle known as contractual estoppel, which allows parties to bind themselves by contract to accept a particular state of affairs – for example, that representations have not been made or (if made) have not been relied on – even if the parties know that state of affairs to be untrue. This seminar will discuss the treatment of the First Tower Trustees decision in recent cases, including Ng Yuk Pui Kelly v Ng Lai Ling Winnie [2021] HKCA 724, following which tentative views will be offered on the future development of the contractual estoppel principle.

Courts, Regulators, and the Scrutiny of Economic Evidence presents the first systematic examination of economic regulation and the crucial role of economic evidence in regulatory authorities and courts. This book brings together strands of scholarship from law, economics, and political science to explore two key themes: the influence of economic evidence on the discretionary assessments of economic regulators, and the limits of judicial review of economic evidence, supplemented with comparative examination of both UK and US systems. In light of the challenges posed by economic evidence, Mantzari argues the appropriate scope of judicial review in the era of regulatory economics, and what the optimal institutional response to the pervasiveness of economic evidence in regulation should be.

The Internet of Things (IoT) is at the doorstep of becoming one of the most important features of the 21st century, connecting all kind of objects and devices and establishing communication between a vast amount of devices and services. The technologies unlocking this great potential are the result of decades of investment in effort, time, skill and money and are often protected by patents. Licensing in the IoT arena will require a delicate balance between innovation and implementation, investment and reward. This session will focus on how to establish a patent licensing model in this new emerging landscape.

Financial centers – and the organizations that represent them – are spearheading efforts to strengthen their jurisdictions' financial markets, business environments, and innovation ecosystems to enable sustainable global growth.​ In 2030, financial centers will be green, smart, innovative, customer-focused, digital, and inclusive, and will play a critical role in attracting and retaining the best talent. ​Leading the World Alliance of International Financial Centers (WAIFC), Dr. Jochen Biedermann will discuss about the financial centers and the continuing collaborations and sharing of knowledge as key to supporting growth across all sectors in the future. He will particularly touch on developments in Hong Kong and the Greater Bay Area from a global perspective. The Hong Kong government's Financial Services Development Council (FSDC) is an active member of the WAIFC.

This lecture will focus on the G20/OECD Pillar II international tax reform, discussing its possible impact on China and what China might do in response. In 2013, the G20/OECD launched the BEPS Action Plan and released 15 final reports in 2015. In 2019, in order to address the remaining issues of BEPS, the G20/OECD proposed a “two-pillar” tax reform package, on which a preliminary consensus was reached by 137 members of Inclusive Framework in October 2021. These final reports and measures marked the first fundamental reform in the international tax system in the past hundred years. As one of the two-pillar proposals, Pillar II aims to set the minimum corporate tax rate in the world, regulate the harmful tax planning of multinational enterprises, and create a fair international tax environment. China is currently at a stage of high-level of opening-up and is committed to building a dual circulation development pattern that will continue to energize the development of the Hong Kong SAR and Hainan Free Trade Port, and keep enhancing the momentum for the technological research advancement and scientific innovation. Will the Pillar II international tax reform proposal have any impact on China’s development strategy? What impact will it have on China’s tax law system? How should China respond to it? All these are worth exploring.

On 5 November 2022, The University of Hong Kong Faculty of Law will hold the “One Country Two Systems and Cross-Border Legal Harmonization” conference, its first in person conference since the onset of the Covid-19 pandemic. This conference will gather leading practitioners and distinguished scholars to discuss the current cutting-edge topics relating to cross-border legal issues between Mainland China and Hong Kong. Through in-depth discussions on four major areas including data transfer, intellectual property, dispute resolution, and insolvency, this conference aims to generate illuminating insights to promote legal harmonization between Mainland China and Hong Kong. The conference will be held in person and is free to register. All are welcome.

Businesses continue to look to expand beyond their domestic market into new markets. This creates novel business opportunities, but navigating taxation implications can pose its own complexities. This presentation addresses current outbound and inbound entity structures, tax compliance issues, and comments on indirect tax planning and advice. Of interest to tax practitioners and accountants is the changing landscape of outbound and inbound investments concerning Hong Kong in the present economy, and ongoing strategies to better develop corporate structures for foreigner operations.

This seminar discusses the future of tax jurisdiction. Tax jurisdiction is a function of state capacity, technology and politics. It reflects changing labour and capital relations and only partly depends on territorial boundaries. Tax concepts of residence and source have changed over time as the capability to tax mobile consumption, labour and capital changes. Governments extend or retract tax jurisdiction over income, entities and activities outside their territory. Tax jurisdiction is changed by cooperation between states, which has grown significantly in the last decade, although states continue to compete in some important respects. The speaker will illustrate the discussion with some examples of the evolution of tax jurisdiction, ranging from individuals as residents, workers, investors or consumers, to corporations subject to the latest global deal for taxation of multinational enterprises around the world.

This is the first academic monograph on the Competition Ordinance in Hong Kong. It provides an overview of the historical background of the Competition Ordinance, highlighting the debate and the process that led to the adoption of the Ordinance. It offers detailed comparative and theoretical analysis of the key provisions of the Ordinance, focusing on the First Conduct Rule, the Second Conduct Rule, the exclusions and exemptions, and the procedural provisions. It draws on overseas legislation and jurisprudence that inspired the provisions in the Ordinance and incorporates a detailed examination of the latest cases decided by the Competition Tribunal. It engages in relevant academic debates and theoretical analysis of how competition law in Hong Kong should develop in light of its unique economic and political contexts. It concludes by setting forth of a set of recommendations for further reform.

By developing the common law on judicial assistance, the courts of Hong Kong have succeeded to some extent to meet the challenges arising from the many cases of insolvent companies from the Mainland which were listed in Hong Kong but incorporated in offshore jurisdictions. On the other hand, section 5 of the Mainland’s Enterprise Bankruptcy Law provides that, in the absence of treaties, Chinese courts may recognise foreign insolvency proceedings based on reciprocity. Unfortunately the Mainland has not entered into any treaty with another jurisdiction, and the meaning of reciprocity is heavily contested. On 14 May 2021, the Mainland signed an agreement with Hong Kong for mutual recognition and assistance in cross-border insolvencies in the two jurisdictions. This talk seeks to explain how this momentous development was achieved; in particular, how the Mainland adapted ideas and provisions from the UNCITRAL Model Law on Cross-Border Insolvency (Model Law) to meet the Mainland’s conflicting objectives of development and risks control. It will also be shown that the agreement remains a work in progress, as reflected in cases decided after the coming into force of the agreement, which foreshadows further developments in practice to overcome hurdles and debates between old doctrines in private international law and the new doctrines typified by the Model Law.

There has been much excitement over the past decade over the technology known as the blockchain. However, few lawyers truly understand how blockchains work. Most are content to accept the mantra that blockchains are a form of decentralized, cryptographically secured, immutable ledger. Yet hacks of both exchanges and individuals have been common ever since crypto assets attained any significant value, so one must ask, “What do blockchains actually secure and how do they do so?” The answers will enable us to answer the perhaps more important question, “What don’t blockchains secure?” Technologists and financiers have little understanding of how asset registries work and the security considerations that underpin the law of property. There is a simplistic belief that an authoritative registry will solve problems of ownership without an understanding of the costs (financial and otherwise) of such registries. The underlying tension in the law of property is insoluble unless one can achieve a state of perfect security, wherein fraud becomes impossible. Yet no technology can do so, least of all blockchains, which are arguably even less secure than centralized ledgers once a proper cost-benefit analysis is undertaken. This seminar will provide participants with in-depth understanding of both the nature of blockchain security and its limits as well as a nuanced appreciation of the costs and drawbacks of asset registries.

Speakers include Mr Clement Cheung, CEO, Hong Kong Insurance Authority; Professor Anita Katharina Wagner, Harvard Medical School; and Dr Andreas Reis, Co-Lead, Global Health Ethics, World Health Organization

This lecture considers China’s rise as a global economic power and the implications for global tax governance, especially in light of the United States’ leadership in the international tax system.

This book focuses on the building of a crypto economy as an alternative economic space and discusses how the crypto economy should be governed. The crypto economy is examined in its productive and financialised aspects, in order to distil the need for governance in this economic space. The author argues that it is imperative for regulatory policy to develop the economic governance of the blockchain-based business model, in order to facilitate economic mobilisation and wealth creation. The regulatory framework should cater for a new and unique enterprise organisational law and the fund-raising and financing of blockchain-based development projects. Such a regulatory framework is crucially enabling in nature and consistent with the tenets of regulatory capitalism.

Industrial consolidation, digital platforms, and changing political views have spurred debate about the interplay between public and private power in the United States and have created a bipartisan appetite for potential antitrust reform that would mark the most profound shift in US competition policy in the past half-century. While neo-Brandeisians call for a reawakening of antitrust in the form of a return to structuralism and a concomitant rejection of economic analysis founded on competitive effects, proponents of the status quo look on this state of affairs with alarm. Scrutinizing the latest evidence, Alan J. Devlin finds a middle ground. US antitrust laws warrant revision, he argues, but with far more nuance than current debates suggest. He offers a new vision of antitrust reform, achieved by refining our enforcement policies and jettisoning an unwarranted obsession with minimizing errors of economic analysis.

Rising wealth and income inequality has led to growing social tensions in many countries and driven an increase in international frictions. One mechanism for addressing this problem is tax policy. However, not only have governments in major economies shied away from more redistributive fiscal policies, but in many cases have pursued highly regressive systems of taxation. A major underlying reason for this has been the outsized role of financial markets in the modern global economy. The relative mobility of capital versus labour has posed challenges to governments seeking to impose higher taxes on large corporations and the wealthy, particularly as global fiscal competition has heated up in recent decades. Mr. Fok’s recently published book, Financial Cold War, explores how the structure of the international financial system has contributed to growing tensions between China and America. Among other areas covered in this book, he specifically examines the role of taxation in contemporary financial markets and the risks posed by growing fiscal imbalances.

The CCLI has commissioned a legal opinion by Mr Alex Stock, SC, and Ms Jennifer Fan from Temple Chambers in Hong Kong regarding directors’ duties and disclosure obligations in respect of climate change and climate change-related issues under Hong Kong law. The legal opinion will be discussed at a virtual event “Directors' Duties and Disclosure Obligations under Hong Kong Law regarding Climate Change” co-hosted by the CCLI and the HKU Asian Institute of International Financial Law (AIIFL). An accompanying white paper, expanding and complementing the legal analysis will be discussed at the event and published on the same date. The new legal analysis finds that, since Hong Kong law requires directors to act in good faith in the best interests of the company and to exercise reasonable care, skill and diligence, directors are legally both entitled and obliged to take into account risks and considerations arising from the effects of climate change. This event will amplify the key roles and responsibilities of Hong Kong directors to navigate their companies through the disruptions of climate change and the global net zero transition, and in doing so, assist Hong Kong in tackling these complex challenges.

It has long been thought that fairness in European Consumer Law would be achieved by relying on information as a remedy and expecting the average consumer to keep businesses in check by voting with their feet. This monograph argues that the way consumer law operates today promises a lot but does not deliver enough. It struggles to avoid harm being caused to consumers and it struggles to repair the harm after the event. To achieve fairness, solutions need to be found elsewhere. Consumer Theories of Harm offers an alternative model to assess where and how consumer detriment may occur and solutions to prevent it. It shows that a more confident use of economic theory will allow practitioners to demonstrate how a poor standard of professional diligence lies at the heart of consumer harm. The book provides both theoretical and practical examples of how to combine existing law with economic theory to improve case outcomes. The book shows how public enforcers can move beyond the dominant transparency paradigm to an approach where firms have a positive duty to treat consumers fairly and shape their commercial offers in a way that prevents consumers from making mistakes. Over time, this 'fairness-by-design' approach will emerge as the only acceptable way to compete. More information can be found at https://www.bloomsbury.com/uk/consumer-theories-of-harm-9781509916870/

This presentation will consider how the recent agreement reached by the OECD/G20 on the Inclusive Framework on BEPS to address the tax challenges from the digitalization of the economy may impact upon Hong Kong. With the agreement only having been recently reached and with much work to be undertaken to bring it into effect, this presentation can at best speculate on how this agreement with impact upon Hong Kong. Indeed, the presentation will be premised on the assumption that the agreement is implemented largely as intended.

Ms Ada Chung, Privacy Commissioner for Personal Data, Hong Kong will present "Ethical Development and Use of AI" and Mr Yeong Zee Kin, Deputy Commissioner, Personal Data Protection Commission, Singapore will present "Singapore’s Approach to Developing Trustworthy AI"

Climate change is an urgent issue facing all nations. A carbon pricing measure can be a cost-effective way to address climate change issues. However, a truly effective measure of this sort would need to be implemented on a global scale and at an appropriate price level. This presentation considers options for creating a multilateral carbon pricing framework and implications for developing countries. It analyses three options: a global carbon tax, adoption of emissions trading systems widely with progressive tightening of emissions targets, and a global minimum carbon price framework. It argues that a multilateral agreement on global minimum carbon prices can be an optimal option to the extent that the agreement applies to major carbon emitters and provides differential prices for developing countries. The global minimum carbon price framework could be supplemented with unilateral border carbon adjustments to encourage compliance, but the legality of such adjustments must be considered in light of international trade law and the principle of common but differentiated responsibility. The article concludes that the global minimum carbon price option can help scale up carbon pricing globally with effective prices for emissions reduction and at the same time take into account the interests and needs of developing countries in the implementation of reduction policies.

Directive (EU) 2015/2366 on payment services (PSD2) is the cornerstone in the EU’s regulatory framework for retail payments. Adopted in 2015, PSD2 paved the way to what is known today as open banking – provision of innovative financial services by non-banking providers using consumer data. Despite addressing the issues of uneven-playing field and consumer protection, and the aim of PSD2 to facilitate innovation, enhance trust and consumer control over their own data, a number of challenges remain. Problems of technological interoperability and obstacles to cross-border provision of services persist, and prompt a critical review of the current regulatory framework. The lecture will guide participants through the core elements of PSD2, focus on the consumer payment account data sharing and the interplay between PSD2 and the General Data Protection Regulation (GDPR), outline the main regulatory challenges and discuss the recent proposals to revise the current framework.

The lecture will have two parts. The first will talk about AI governance and the concept of ‘AI in community’. Following will be a discussion of digital self-determination as a progressive approach to responsible data access and a paradigm of data management which moves away from rights and ownership, rejects contestation and looks for mutualised interests. The second part of the lecture will take two case studies 1) fair lending, and 2) open banking. Both these areas of interest provide fertile discussion of the application of digital self-determination (DSD). For instance, the Hong Kong Monetary Authority recently announced plans to launch the Commercial Data Interchange (CDI), a new consent-based financial infrastructure which seeks to enable more secure and efficient data flows between banks and businesses to address pain points in SME financing. This is part of the four phase initiate on Open Banking. DSD has specific application in achieving these aspirations. Openness connects with DSD’s requirement that data-subjects should be informed about the nature, purpose and consequences of personal data access and usage. Fairness is reflected DSD’s commitment to autonomy in community – where data interests may be shared, responsibilised and respectfully managed in an atmosphere of mutual benefit. Speakers: Professor Mark Findlay and Nydia Remolina.

CLICK THE LINK TO WATCH | Initiated by the Taxation Law Research Programme (TLRP), Asian Institute of International Financial Law, Faculty of Law, University of Hong Kong | Join Dr. Oriol Caudevilla, Honorary Fellow of the Asian Institute of International Financial Law, in the webinar presentation 'Digital Assets in Hong Kong' who will contrast between digital assets and #cryptocurrencies, discuss #blockchain technology and how digital assets are taxed in Hong Kong. The presentation will take place via Zoom on Monday, 31 May 2021, 4-5pm HKT. Click link for REGISTRATION and more information.