Business is about taking risks for rewards. Increasingly, companies are facing technological, reputational, regulatory and environmental challenges which directors are required to factor into their decisions. At times, even the best laid plans would fail. There is a new level of anxiety over legal liability in corporate boardrooms leading to increasing concern amongst directors.

Should directors of companies expect to be protected over a business judgement that has gone wrong if they had applied their judgement responsibly and honestly in the best interest of the company? More importantly, how will they avail themselves of such protection?

This session on the Business Judgement Rule discusses the protection conferred to directors who take reasonable amounts of risk consistent with the standard of care expected of them. With this in mind, directors should willingly assume more calculated risks which will in turn lead to greater innovation, dynamism and constant change amongst businesses that are vital ingredients for economies to prosper.

Learning Outcomes

• Appreciate the increasingly onerous responsibilities expected of directors and the duties to which they are subject in the discharge of their functions for the company;
• Participate in a debate as to why the law ought to be more accommodating by allowing directors to get back to the basics of business within a capitalist framework,
  namely, to promote entrepreneurism through the facilitation of legitimate business decisions and risk taking; and
• Enquire whether the law ought to be interpreted to re-balance the scales so as to reward directors who are prudent, independent and vigilant, and who do make
  reasonable and informed judgements.

Speaker

Professor C K LOW
B.Ec
LL.B (Monash)
LL.M (HKU)
Associate Professor in Corporate Law
CUHK Business School

Chee Keong LOW (‘CK’) is an Associate Professor in Corporate Law at CUHK Business School
with research interests in issues pertaining to corporate governance and the regulatory
framework of capital markets. His research, which has published in journals in Australasia,
Europe and the United States of America, is supported by private sector grants from Sino Group
and Tricor Services.
An Advocate and Solicitor of the High Court of Malaya, CK is a member of the Process Review Panel of the Financial Reporting Council in Hong Kong and of the Executive Committee of the Asia-Pacific Structured Finance Association. He was previously a member of the Listing Committee of The Stock Exchange of Hong Kong from May 2006 to July 2010; the Financial Reporting Review Panel from July 2007 to July 2013; the Securities and Futures Appeals Tribunal from April 2011 to March 2017 and served as a Director of the Asian Institute of Finance in Malaysia for three years through April 2012.

CK was elected as a Fellow of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries in 2013. A selection of his papers is available at here.

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