Audit Opinion And Corporate Governance

May 11, 2019

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Auditing is one important element in corporate governance. It is a control mechanism to monitor conduct and performance, and to secure or enforce accountability, through financial reporting. Therefore, the audit report (also known as the audit opinion), is the culmination process which the auditor collects and evaluates the sufficient and appropriate evidence, about the assertiveness […]

Is Whistleblower Protection Sufficient?

May 5, 2019

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In the pursuit of a better corporate governance system, a whistleblowing mechanism is essential. If the mechanism is in place and institutionalized, it can avoid a corporate fraud or minimize the consequent impacts towards the organization, shareholders and stakeholders. In the Enron scandal, its Vice President Sherron Watkins discovered the wrongdoings of the CFO Andrew […]

Business Judgment Rule and Director

March 10, 2019

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The ‘Business Judgement Rule’ (BJR), was first discussed and recommended by our Securities Commission (SC), in its Finance Committee Report of Corporate Governance 1999 (RGC). Then, it was incorporated into company law, through the amendment brought the Companies (Amendment) Act 2007. It then became the subsection, section 132(1B) of Companies Act 1965, and subsequently migrated […]

Non Disclosure Agreement in Brief

January 8, 2017

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Signing of a Non Disclosure Agreement (NDA) is a common business practice, or a prerequisite, before any contract negotiation. So, what is NDA all about? The agreement, in this context, aims to restrict the signing parties to reveal any of the confidential information to the third parties. If the signing party breach this contractual obligation […]

Battle of Forms

December 15, 2015

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‘Battle of forms’ is a very common problem in the modern commercial practice. So, what is ‘battle of forms’? A buyer offers to buy goods from another, on his own template of purchase order, which contains its standard conditions of trade. While the seller accepts the buyer’s purchase order, in its confirmation note or invoices, […]

Posted in: Contract Law

CISG and Formation of Contract

December 14, 2015

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One of the reasons that I prefer to adopt The Vienna Convention on Contracts for the International Sale of Goods 1980 (CISG), as the choice of law, for the contract of international sale of goods – because it shares similar principles with English contract law. The following are some of the salient points of CISG, […]

Posted in: Contract Law

CISG In Brief

December 11, 2015

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When I draft a cross-borders contract on sale of good, I prefer to adopt Vienna Convention on Contracts for the International Sale of Goods 1980 (CISG) as the preferred choice of law. CISG is the result of United Nations Commission on International Trade Law (UNCITRAL) in harmonizes the law relate to international trade. It becomes binding once the […]

Intellectual Property Law In Brief

July 25, 2015

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It is essential for sale contract to have intellectual property rights (IPRs) provision, to protect the ownership of IPRs. However, if the counterpart is not a legal savvy, he or she may find the IPRs provision is rigid and disagree to the provision. Thus, as a legal counsel, I may need to give a crash […]

Inchoate Agreement

July 22, 2015

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Image courtesy of Jeroen van Oostrom at FreeDigitalPhotos.net In practice, the parties in the contract negotiation do not move from total non-agreement to complete agreement at once, except in the simplest contract. The parties may reach consensus on those undisputed terms and clauses first, and leave some questions to be resolved at a later date […]

Posted in: Contract Law

Software Copyright

April 23, 2015

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The creator of computer software may entitle dual intellectual property rights (IPRs) protection – copyright and patent. Of course, it must meet the subsistence requirements of each IPR. However, I will only discuss the copyright of computer software at this juncture. Copyright of computer software In general, the computer software will gain copyright protection if: […]

Database Right

April 22, 2015

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The world is moving towards the era of big data. But before we reach there, the current information economy has placed considerable value in databases, especially customer contacts, shopping, travelling and spending behavior, traffic data, customer credit rating, stock exchange price movement and transactions and etc. Thus, does the creator (or the collector) have any […]

Withholding Tax In Brief

April 20, 2015

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When a corporate counsel negotiate for a cross border transaction with a customer from an uncharted territory, it is important to understand the withholding tax (WHT) requirements of the customer’s residence country. In short, WHT is imposed on non-residents (seller) who has business dealings within a tax jurisdiction. The law will require the customer to […]