Directors' Fiduciary Duties in Cross-Border Listings: A Comparative Analysis of Mainland China and Hong Kong
China University of Political Science and Law
University of Malaya
China University of Political Science and Law
University of Malaya
Abstract
The proliferation of cross-border listings between Mainland China and Hong Kong has created unprecedented challenges for corporate governance, particularly regarding directors' fiduciary duties. This article examines the fundamental disparities between China's civil law approach to directors' duties and Hong Kong's common law heritage, analysing how these differences manifest in cross-border listing contexts. Through comparative legal analysis and case study methodology, this research reveals that while both jurisdictions have codified directors' duties, their underlying theoretical foundations, enforcement mechanisms, and practical applications diverge significantly. China's 2024 Company Law represents a watershed moment in clarifying directors' obligations, yet implementation remains constrained by cultural factors and institutional limitations. Hong Kong's market-oriented approach, grounded in fiduciary principles, provides stronger investor protection but faces coordination challenges with Mainland regulatory frameworks. The article demonstrates that successful cross-border listings require not merely technical compliance with dual regulatory regimes, but a sophisticated understanding of how different conceptions of directorial accountability operate in practice. The research contributes to comparative corporate law scholarship by revealing the nuanced ways in which legal transplantation operates within the unique "One Country, Two Systems" framework, while providing practical guidance for multinational corporations navigating these complex regulatory landscapes.
Keywords:
Directors' fiduciary duties; cross-border listings; comparative corporate lawCopyright Notice & License:
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