Corruption and bribery offences – meaning of “agent” and “other document” for the purpose of s. 9(3) of the Prevention of Bribery Ordinance – deception on company by sole directors of that company
Company X owned Company Y, which, in turn, owned Company Z. The Defendants were sole directors of Company Y. Company A, controlled by Luk’s wife, purchased Company Z for HK$15 million. The Defendants signed Board Minutes authorising the transaction stating that none of the directors of Company Y had an interest in Company A. At trial, it was found that Luk was the ultimate beneficial owner of Company A, and as such the transaction required disclosure and voting restrictions under the Stock Exchange Rules. It was argued that the Defendants could not be agents of Company X; that Board Minutes could not be a “document” for the purposes of s. 9(3) of the Prevention of Bribery Ordinance (Cap. 201) (the “POBO”) as the section should be interpreted eiusdem generis with the rest of s. 9(3) and thereby confined to documents such as receipts and accounts, the genus being “financial documents”; and that the directors of Company Y could not deceive Company Y as they were the mind and will of Company Y.
Please read the full judgement : HERE
Please also see What is an agent under the Prevention of Bribery Ordinance?
This article by MCS also appears exclusively online in Hong Kong Lawyer, the Official Journal of the Law Society of Hong Kong: HKSAR v Luk and Yu