Financial Markets in Hong Kong 2nd Edition by Douglas Arner, Berry Hsu, Say Goo, Syren Johnstone, Paul Lejot – Ebook PDF Instant Download/Delivery: 9780191016509, 0191016500
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• ISBN 10:0191016500
• ISBN 13:9780191016509
• Author:Douglas Arner, Berry Hsu, Say Goo, Syren Johnstone, Paul Lejot
Financial Markets in Hong Kong
Since the publication of the first edition in 2006, financial regulation around the world has changed dramatically as a result of the 2008 global financial crisis. As one of the world’s leading financial centres, international regulatory reforms have had a significant impact on the legal and regulatory system in Hong Kong. This new second edition provides a comprehensive and authoritative single-volume guide to the main areas of financial regulation and financial law in Hong Kong. Given the massive changes in financial regulation globally and in Hong Kong, the second edition has been substantially rewritten and revised to address changes in markets and their legal and regulatory frameworks, as well as the implications of these changes to future market development. The book is in five parts: The first part considers the evolution of Hong Kong’s role as a financial centre and the development of its financial regulatory structure, one that is perhaps unusually complex given the size of the jurisdiction. The second part discusses the regulation of the banking, securities, insurance sectors, including the regulatory powers of the Hong Kong Monetary Authority (HKMA), the Securities and Futures Commission of Hong Kong (SFC), the Office of the Commissioner of Insurance (OCI), and the forthcoming Independent Insurance Authority (IIA). The third part covers regulation of financial products and services, including securities offerings and listings, investment products and asset management, financial derivatives, and takeovers and mergers. The fourth part addresses market conduct and misconduct, including corporate governance, market abuse and financial crime. Finally, the fifth part examines the international context, focusing on the relationship between Hong Kong’s financial markets and regulation and mainland China as well as key issues for Hong Kong’s role as a major global financial centre.
Financial Markets in Hong Kong 2nd Table of contents:
I Finance in Hong Kong
1 Hong Kong’s Financial Markets: Evolution and Overview
A. Introduction
B. Substantive and Specialist Financial Centres
C. A Recent Centre of Finance
D. Unimpeded Legal Transplant
E. Recent Regulation
F. Constitutional Objectives
G. International Engagement
H. Other Atypical Factors
2 Financial Regulatory Structure
A. Regulatory Evolution
(1) Early development (1840–1948)
(2) Emerging market (1949–87)
(3) Developed markets (1987–2008)
B. Foundations: Government and Legal System
(1) Basic Law and common law: The legal framework
(2) Legislative process and the Executive
(3) Judiciary
(4) Basic Law: Monetary and financial systems
C. Financial Regulatory System
(1) Financial regulatory framework
(2) Role of the Hong Kong government
(3) Financial supervisory agencies
(4) Companies: Legal framework
(5) Other agencies
D. Pre-global Financial Crisis Weaknesses
(1) Pre-existing weaknesses
(2) International Monetary Fund review 2003
(3) Other issues: Review of banking stability
(4) The global financial crisis
E. Post-crisis Evolution and Reforms
(1) The international response to the crisis
(2) Post-crisis reforms in Hong Kong
(3) Lehman Minibonds
(4) Other international best practice reforms
(5) An international financial centre for China
F. Conclusion
II Regulation of Banking, Securities, and Insurance
3 Banking Regulation and the Hong Kong Monetary Authority
A. Regulatory Framework
(1) HKMA
(2) Central banking and the Exchange Fund
(3) Banking regulation and supervision
(4) Legal framework for banking business
(5) Banking Ordinance (Cap. 155)
(6) Banking (Amendment) Ordinance 2012
(7) Financial infrastructure development
B. Banking and Related Business
(1) Authorized institutions and the HKMA
(2) Securities activities: The HKMA and SFC
(3) Financial products and services
(4) Customer disputes and advertising
(5) Money brokers
(6) Money changers
C. Licensing and Authorization
(1) Banks
(2) Securities activities of banks
(3) Other intermediaries
D. On-going Requirements and Compliance
(1) Transfers of authorization
(2) Major acquisitions or investments by a bank
(3) Capital requirements
(4) Liquidity requirements
(5) Banking Review Tribunal
(6) Credit risk
(7) Market and other risks
(8) Securities activities: The HKMA and SFC
(9) Governance and internal controls
(10) Methods of on-going supervision
(11) Consolidated supervision
(12) Information and records requirements
(13) Anti-money laundering
E. Insolvency and Resolution
(1) Revocation of authorization
(2) Deposit insurance
(3) Bank resolution
(4) Bank insolvency
F. Conclusion
4 Securities Regulation: The Securities and Futures Commission and Hong Kong Exchanges and Clearing Limited
A. Regulatory Framework
(1) Evolution
(2) Three-tier system: Government, SFC, and HKEx
(3) Committees, tribunals, and panels
(4) Interaction with local regulators
(5) International regulatory cooperation
(6) SFO, subsidiary legislation, and regulations
(7) HKEx Listing Rules
B. Licensing and Registration
(1) Licensing of corporations
(2) Temporary licences
(3) Fitness and properness: Corporations and AFIs
(4) Associated entities
(5) Licensing of representatives
(6) Fit and proper guidelines for individuals
(7) Securities market infrastructure providers
C. Regulated Activities
(1) Type 1: Dealing in securities
(2) Type 2: Dealing in futures
(3) Type 3: Leveraged foreign exchange trading
(4) Type 4: Advising on securities
(5) Type 5: Advising on futures contracts
(6) Type 6: Advising on corporate finance
(7) Type 7: Providing automated trading services
(8) Type 8: Securities margin financing
(9) Type 9: Asset management
(10) Type 10: Providing credit rating services
(11) Type 11: Dealing or advising in OTC derivatives
(12) Type 12: OTC derivative client clearing services
(13) Securities activities of banks
D. On-going Requirements and Compliance
(1) Securities activities of banks
(2) Securities firms
(3) Client assets and record keeping
(4) Conduct of business
(5) Discipline
(6) Securities market infrastructure providers
E. Conduct of Business
(1) Code of Conduct
(2) Internal Control Guidelines
F. Compensation, Insurance, Resolution, and Insolvency
(1) Investor Compensation Fund
(2) Insurance cover
(3) Resolution regime
(4) Insolvency
G. Conclusion
5 Insurance Regulation, the Office of the Commissioner of Insurance, and the Insurance Authority
A. Transitional Regulatory Framework
(1) Pre-ICAO 2015 legislation and regulations
(2) Pre-ICAO 2015 supervision
(3) ICAO 2015 legislation and regulations
(4) ICAO 2015 supervision
B. Insurance and Related Business
(1) Insurance business
(2) Regulated activities
(3) Non-insurance business
C. Authorization and the New Licensing Regime
(1) Authorization of insurance companies
(2) Insurance intermediaries
D. On-going Requirements and Compliance
(1) Reporting requirements
(2) Accounting and financial requirements
(3) Conduct requirements
(4) Powers of intervention
(5) Discipline
E. Insolvency and Resolution
(1) Insolvency
(2) Resolution
F. The Global Perspective
(1) Hong Kong in a global context
(2) International financial regulation
(3) Globalization of insurance
G. Conclusion
III Regulation of Financial Products
6 Securities Offerings
A. Introduction
B. Public and Other Types of Offers
(1) Private and public companies
(2) Non-Hong Kong companies
(3) Public offers
(4) Offers that do not involve a public offer or listing
C. Listing on the SEHK
(1) The function of regulation
(2) Rationale for listing
(3) Methods of listing shares
(4) Listing debt securities
(5) Alternative market: The GEM
D. IPO Listing Process
(1) Preparatory steps
(2) Eligibility for listing
(3) Non-Hong Kong issuers
(4) Application, approval, and filing
(5) Growth Enterprise Market
E. Sponsors and Underwriters
(1) Sponsors
(2) Underwriters
(3) Liability of sponsors and underwriters
F. The Prospectus and Related Liabilities
(1) Listing document and prospectus
(2) Contents
(3) Document production: Due diligence and verification
(4) Supplementary offering documents
(5) Prospectus liability
(6) Mechanisms of mitigating potential liability
G. Post-listing Considerations
(1) Continuation of disclosure
(2) Stabilization
(3) New share issues
(4) Share buy-backs
(5) Minimum public holding
(6) Trading halt and trading suspension
(7) Cancellation and withdrawal of listing
H. Debt and Other Listed Securities
(1) Debt issues to professional investors
(2) Debt issues to retail investors
(3) Other securities
I. Conclusion
7 Asset Management and Investment Products
A. Regulatory Framework
(1) Market context
(2) SFO gateways
(3) Misrepresentation
(4) Sales process
B. Asset Management
(1) Definition of asset management
(2) Licensing
(3) Fund Manager Code of Conduct
C. Authorized Investment Products
(1) General considerations
(2) Collective investment schemes
(3) Cross-border offerings
(4) Specialized listed collective investment schemes: ETFs and REITs
(5) Structured products
D. Retirement Schemes and MPF Regulation
(1) ORSO
(2) Mandatory Provident Fund Schemes Authority
(3) MPFSO (Cap. 485)
(4) MPF intermediaries
(5) SFC Code on MPF Products
(6) Anticipated reforms
E. Insurance Products
(1) ILAS Code
(2) Insurance Ordinance and Insurance Authority
F. Hong Kong and Global Asset Management
(1) ASEAN CIS Passport
(2) APEC Funds Passport
G. Conclusion
8 Financial Derivatives
A. Sources and Uses
(1) Classification
(2) Instrument types
(3) Uses
B. Exchange Traded Derivatives in Hong Kong
(1) HKEx activity and principal contracts
(2) Margin requirements
(3) Risk management controls
(4) Regulatory framework
(5) Investor protection
C. OTC Derivatives and Hong Kong Regulatory Oversight
(1) Swaps and structured transactions
(2) Documentation and the role of ISDA
(3) Credit derivatives
D. Regulatory Framework
(1) Part IIIA, SFO–OTC derivative transactions
(2) Licensing
(3) Reporting requirements
(4) Clearing requirements
(5) Trading requirements
9 Takeovers and Mergers
A. The Code on Takeovers and Mergers
(1) Scope
(2) Administration and enforcement
(3) General principles
B. Takeover Structures
(1) Offers
(2) Reverse takeovers
C. Offers
(1) When does an offer first arise?
(2) Requirements in making an offer
(3) Types and terms of offers
(4) Offer price
(5) Chain principle
(6) Convertible securities, warrants, and options
(7) Revising or withdrawing offers
(8) Offer timetables
D. Announcements
(1) Announcements prior to the offer announcement
(2) The offer announcement
(3) Announcements during the course of an offer
(4) No intention announcements
E. Considerations Applying to Other Parties
(1) Acting in concert
(2) Associates and associated companies
(3) Directors and advisers
(4) Special deals
(5) Irrevocable commitments
F. Dealing during an Offer Period
(1) SFO
(2) Takeovers Code and fund managers
(3) Listing Rules
G. Conclusion
IV Financial Market Conduct and Misconduct
10 Corporate Governance
A. Development of Corporate Governance in Hong Kong
B. The Topic of Corporate Governance
(1) Responses to a problem
(2) Market integrity
C. The Corporate Governance Framework in Hong Kong
(1) Common law and equity
(2) Statutory framework
(3) Constitutional document of the company
(4) Regulatory rules
(5) Other sources
(6) Non-Hong Kong companies
D. Directors and the Board
(1) Ambit of ‘director’
(2) Common law and equity
(3) Statutory framework
(4) Regulatory rules
E. Shareholder Rights
(1) Common law and equity
(2) Statutory framework
(3) Constitutional document of the company
(4) Regulatory rules
F. Disclosure and Transparency
(1) Statutory framework
(2) Regulatory rules
G. Notifiable and Connected Transactions
(1) Notifiable transactions
(2) Connected transactions
(3) Determining percentage ratios
(4) Transactions concerning subsidiaries
(5) Requirements for notifiable transactions
(6) Requirements for connected transactions
(7) Discretionary powers
H. Conclusion
11 Market Integrity
A. Market Integrity and Abuse
B. Disclosure Obligations of Listed Companies
(1) Statutory disclosure obligations
(2) Meaning of inside information
(3) Safe harbours
(4) The disclosure
(5) Consequences of a breach
(6) Relationship with market misconduct provisions
C. Disclosure Obligations of Shareholders
D. Market Misconduct Regulation
(1) Legal framework
(2) The mental element
(3) The dual system of market misconduct
(4) Consequences
(5) The MMT
(6) Safe harbour rules
E. Insider Dealing
(1) The theoretical framework
(2) Criminalization of insider dealing
(3) Definition of connected person
(4) Defences
F. Market Manipulation
(1) False trading
(2) Price rigging
(3) Stock market manipulation
G. Information-based Forms of Market Misconduct
(1) Disclosure of false or misleading information inducing transactions
(2) Disclosure of information about prohibited transactions
H. Fraud and Deception
I. Money Laundering
(1) Legislation
(2) Regulatory guidance
(3) Record-keeping and reporting
J. Conclusion
V The International Dimension
12 The China Nexus
A. The Modern Evolution of China’s Financial Sector
B. Financial Markets and their Regulation in Mainland China
(1) Overview of China’s legal structure
(2) Financial law and regulation in mainland China
C. Banking
(1) Development of mainland banking institutions
(2) Development of banking laws and regulations
D. Securities
(1) Development of mainland securities markets
(2) Structure of the mainland securities legal system
(3) Mergers, acquisitions, and takeovers
(4) Stock Connect
E. Insurance
F. Opportunities in China Financial Services Business
(1) H-shares and red chips
(2) WTO/GATS
(3) CEPA
G. Conclusion
13 Hong Kong’s Future as a Leading International Financial Centre
A. Financial Stability and International Competitiveness
B. Financial Regulatory Structure and Reform
C. Corporate Governance
D. Financial Innovation
E. Financial Fraud and Misconduct
F. Conclusion
Index
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