The Expropriation Game: Minority Shareholders' Protection

Abstract

Many Hong Kong companies, including listed companies, are controlled by a small group of shareholders with family ties. The inadequacy of the law has made it possible for controlling shareholders to expropriate corporate assets by using complex corporate structures to the detriment of minority shareholders. This article analyses the inadequacy of the law on the appointment of directors, self-dealing and shareholder legal remedies, and the current proposals for legislative reform. Drawing on the experience of some Western European countries where dominant shareholding is also a strong feature, it argues that such problems can be overcome by having a system of law and regulation which provides adequate shareholder protection and effective enforcement of such law.