Shareholder activism has changed corporate governance around the world in the past decade. Conventional wisdom holds that shareholder activism is only effective in firms with dispersed ownership; there has been much less discussion on whether and how activism would work in firms with controlling shareholders. This article fills this gap by investigating whether and how legal mechanisms influence strategy planning and activism outcomes based on hand-collected data regarding activists’ initiatives against firms with concentrated ownership in Hong Kong from 2003 to 2017. This article finds that cases using formal legal mechanisms appear to have had a higher success rate. Among the legal tools available, minority veto rights are the most popular mechanism used by activists in Hong Kong, and are quite effective in leveraging their position in controlled firms. Furthermore, the availability of legal remedies and the ownership level of controlling shareholders are factors that influence activists’ strategies. Most activist initiatives against controlled firms involve corporate governance disputes where activists can rely on legal protection to enhance their bargaining position. On the other hand, activists tend not to make their demands public, and they also avoid exercising legal rights when controlling shareholders control the majority of the shares.

It is trite that the law on directors’ duties is an important part of corporate governance. It is therefore unsurprising that a large part of extant research in the area is focused on understanding what the law requires, and how it applies or should apply in any particular situation. Such research is however largely reactive. In our research, we set out to look at duties from the perspective of the directors, with a view to appreciating how Singapore directors understand the law as it applies to them. The impetus for this is three-fold: first, to assess the depth of awareness amongst directors of the law on directors’ duties; second, to ascertain if there is any divergence between the law’s conceptualization of what is in the company’s interests, and the director’s own view as to how he or she would act in fact; and third, and flowing from the preceding, to assess the need for providing or improving knowledge enhancement courses targeted specifically at company directors. To collect the necessary data, we reached out to registered company directors of both listed companies and private companies to complete a survey. We released the survey online, and also conducted face-to-face interviews. Our article presents and analyzes the results of the survey.

In recent years, several developing countries have adopted regulatory laws to remain relevant in an increasingly globalized world and to make a successful transition from protected to market economies. Whilst developing countries and multilateral organizations supporting them are aware that in order to succeed adopted laws must be compatible with the context for which they are intended, there is less clarity as to the processes through which compatibility is generated. This article draws upon comparative law and development economics literature to argue that the compatibility of a transplant is shaped by the interplay of institutions through which it is adopted. The article also argues that in addition to compatibility, a transplant must enjoy a degree of legitimacy to be effective in the adopting country and the institutions which generate compatibility may also enhance such legitimacy. In order to understand the compatibility and legitimacy-generating potential of the interplay of adopting institutions in developing countries, the article examines and compares the adoption of competition laws by India and Pakistan in 2002 and 2007 respectively. The article also examines the impact of legitimacy on the post-adoption interpretation of competition law transplants and its significance for their implementation in either country.

This article examines the objectives for the establishment of circuit tribunals of the Supreme People’s Court of China and the politico-legal functions of such tribunals in the context of judicial reforms that were first launched in 1999. It starts with an analysis of the fundamental problems and difficulties that impeded judicial reforms in the last two decades. It then provides a careful analysis of the establishment of circuit tribunals and examines the political barriers to fundamental reforms towards genuine, though limited, independent adjudication in China. Although we do not believe that the circuit tribunals will be a breakaway force in the Chinese polity, the present reforms do have the potential to break up certain circular reforms and break through some fundamental barriers to deep reform. Further, while judicial independence, in the sense of the judiciary being an independent force in the political and constitutional scheme of checks and balances, is not attainable in the political environment in China today or indeed in the near future, it is hoped that the present reforms might grant the Chinese judiciary some limited, but much needed, autonomy within the Chinese political system.

In Semenyih Jaya v Pentadbir Tanah Daerah Hulu Langat, the Federal Court of Malaysia asserted that the Federal Constitution continues to vest a distinct and independent judicial power in the judiciary notwithstanding earlier constitutional amendments, and also gave substantive effect to the ‘basic structure doctrine’ for the first time in Malaysia. This has contributed significantly to the long-standing discussion of whether, and to what extent, the ‘basic structure doctrine’ applies in Malaysia. Situating that landmark decision within the context of the evolving judicial practice in Malaysia and other jurisdictions on the ‘Westminster model’, this article evaluates the extent to which Semenyih Jaya has contributed towards strengthening constitutionalism and the rule of law in Malaysia. Considering that the apex court stopped short of directly invalidating the relevant constitutional amendments, this article argues that Semenyih Jaya represents a sophisticated modification of the ‘basic structure doctrine’ to fit the current context of Malaysian constitutionalism. This article also examines how Semenyih Jaya advances the ‘constitutional dialogue’ between the judiciary and its co-equal branches of government, and assesses the strengths and weaknesses of the approach taken by the Federal Court in that case.

After Soeharto stepped down in 1998, Indonesia began a radical decentralization program, one aspect of which was granting wide-ranging lawmaking powers to subnational governments. The national legislation establishing the decentralization framework gave power to the central government to review provincial-level laws, and, from 2014, for provincial governors to review city and county laws, and to invalidate them if they are inconsistent with national laws, morality, or public order. In 2017, the Constitutional Court declared these review mechanisms unconstitutional, deciding that these reviews should be conducted by the Supreme Court rather than the national or provincial executive governments. This decision reversed the trend of successive reforms from 2004 that had begun restoring political and legal power to the centre. It was also one of the most problematic in the Court’s history, as this article demonstrates. The legal reasoning was poor and incomplete, the Court appeared to be equally split (though the Court did not acknowledge this), and the consequences of the decision (which the Court did not appear to consider) are likely dire. The decision has caused great confusion, but despite its flaws may well lead to reforms requiring the Constitutional Court, rather than the Supreme Court, to review subnational laws.