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 […]