Academic Staff

Professor S H Goo 吳世學

Professor LLB (Leicester), LLM (East Anglia)

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Journal Editorship & External Membership | Teaching & Other Interests

Research Profile

Professor Goo has published widely in the areas of Company Law, Corporate Governance and Land Law.

He has published no less than 34 books (including scholarly books, edited books, new editions, Halsbury’s and Annotation books), 35 articles and book chapters and delivered more than 25 conference papers.

• Corporate Governance: the Hong Kong debate (Hong Kong: Sweet & Maxwell Asia 2003)
• Minority shareholders' Protection (London: Cavendish 1994)
• Sourcebook on Land Law (London: Cavendish 2002) 3rd edn
• Hicks and Goo’s Cases and Materials on Company Law (Oxford: Oxford University Press, 2011; 7th edn by Professor Alan Dignam).
• Land Law in Hong Kong (Hong Kong: Butterworths Asia 2010) 3rd edn
Colinvaux’s Insurance Law in Hong Kong (Sweet & Maxwell, December 2009) (as Consulting Editor. General Editor Robert Merkin, Professor of Law, University of Southampton)
• Insurance Law and Practice in Hong Kong (Hong Kong: Sweet & Maxwell Asia 2003)
• Goo, Arner and Zhou (eds), International Financial Sector Reform: Standard Setting and Infrastructure Development (Kluwer Law International: The Hague, London New York, 2002)

Government Commissioned Report

• History of Companies Incorporation in HK (Commissioned by the Companies Registry, forthcoming)

He has also contributed to the Halsbury's Laws of Hong Kong on Landlord and Tenant (Vol. 17(1) 2007, reissue), Personal Property (Vol. 20, 2006 reissue), Trust (Vol. 26, 2002), Misrepresentation & Fraud (Vol. 19(1), 2002) and Companies and Corporations (Vol. 16, 1997), and annotated five Ordinances for the Annotated Ordinances of Hong Kong series (namely Trustee Ordinance (2003), Land Registration Ordinance (2nd edn 2002), Landlord and Tenant (Consolidation) Ordinance (2001), Theft Ordinance (1997) and Homicide Ordinance (1996), and written many articles in international refereed journals including Oxford Journal of Legal Studies, Law Quarterly Review, Journal of Corporate Law Studies, Journal of Business Law, European Business Organization Law Review, Northern Ireland Legal Quarterly, The Company Lawyer, The Conveyancer, and the Hong Kong Law Journal.
His articles/ book chapters are:
1. Confucianism Values and Their Implications for Regulating Director Conduct, (co-authored with Lilian Miles, book chapter forthcoming).

2. The curious model of internal monitoring mechanisms of listed corporations in China: the Sinonization process (forthcoming in European Business Organization Law Review, co-authored with Hong Xiangxing)

3. Should the headcount test for scheme of arrangement be abolished? (2011) 32 The Company Lawyer, issue 6, pp186-190

4. Headcount test and scheme of arrangement (2010) 126 Law Quarterly Review, 517-521

5. Regulation of sale of off-the-plan property [2010] 74 Conv 129-145

6. Multiple derivative action and common law derivative action revisited: a tale of two jurisdictions (2010) Journal of Corporate Law Studies, pp255-264,

7. A Parallel Path to Shareholder Remedies: Hong Kong's Derivative Actions
(co-authored with Paul von Nessan and CK Low, book chapter for Derivative Actions in Asia, edited by Dr Dan W Puchniak, NUS, to be published by Cambridge University Press)

8. Goo, & Lee, Regulating sale of uncompleted flats in HK (University of Macau Law Journal forthcoming)

9. 建立一個更多加透明的批地程式: 對香港的賣地機制的批判, 土地法改革的新趨勢, 唐曉晴主編, 澳門大學法學院高級法律研究所出版, 137-146. (Towards a more transparent process of land grant: a critique of HK’s land sale mechanism, in The New Trends of Land Law Reform (ed Tong Io Cheng), (University of Macau, Institute of Advance Legal Studies: Macau, 2010), 137-146.

10. Derivative action in China: Problems and Prospects (with Hong Xiangxing) (2009) Journal of Business Law, 376-395.

11. Goo, S.H. and Carver, Anne, "Low structure, high ambiguity: selective adaptation of international norms of corporate governance mechanisms in China," in Masao Nakamura (Ed.), Changing Corporate Governance Practices in China and Japan: Adaptations of Anglo-American Practices, Palgrave Macmillan, Houndmills, U.K., (2008) pp 206-234.

12. “The Statutory Derivative Action: Now Showing Near You” (with Paul von Nessan and Low Chee Keong (2008) Journal of Business Law (UK) 627- 661.

13. “Directors’ Liabilities in Hong Kong” (with Paul von Nessan and Low Chee Keong in Helen Anderson (Ed), Directors’ Liability for Corporate Fault, Kluwer Law International (2008) pp 159-184.

14. 吳世學 & 洪祥星, 公司治理的改善:小股東保護及獨立董事與監事會的角色, 法律及司法培训文集,第三册, 317-323, (法律及司法培训中心: 澳门,2008)(S H Goo & Hong Xiangxing, Improving Corporate Governance: the protection of minority shareholders and the role of independent directors and board of supervisors in Macau, (in Chinese) in Essays for Law and Judiciary Training, Vol 3, (Law and Judiciary Training Centre: Macau, 2008), 317-323.

15. Chapter 5: ‘Utmost Good Faith’ (co-authored with Professor Robert Merkin) (pp 99-170) in S H Goo (ed), Hong Kong Insurance Law & Practice (Sweet & Maxwell Asia, 2003), pp 848

16. Chapter 7: ‘Conditions and Warranties in Insurance Agreements’ (co-authored with Robert Merkin) (pp 183-224) in S H Goo (ed), Hong Kong Insurance Law & Practice

17. Chapter 8: ‘The Nature of Insurable Interest’ (co-authored with Robert Merkin) (pp 225-256) in S H Goo (ed), Hong Kong Insurance Law & Practice

18. Chapter 9: ‘Risk’ (co-authored with Robert Merkin) (pp 257-304) in S H Goo (ed), Hong Kong Insurance Law & Practice

19. Chapter 10: ‘Premium’ (co-authored with Robert Merkin) (pp 305-336) in S H Goo (ed), Hong Kong Insurance Law & Practice

20. The Corporate Dimension of the Securities and Futures Ordinance, (2003) 33 HKLJ 271-288.

21. The Expropriation Game: Minority shareholders’ protection, (2003) 33 HKLJ 71-98 (co-authored with Professor Rolf H Weber, Zurich University).

22. Corporate Governance Review in Hong Kong – Implications from SCCLR report Phase I, (in Japanese), Comparative Law Review (The Institute of Comparative Law in Japan, Chuo University), (2002) Vol XXXV, No 4 (119), pp 49-70. (Co-authored with Professor Hisaei Ito, Chuo University)

23. Improving Corporate Governance: Role of Shareholders and Regulators in Hong Kong, in Goo, Arner and Zhou (eds), International Financial Sector Reform: Standard Setting and Infrastructure Development (Kluwer Law International: The Hague, London New York, 2002), pp 487-504.

24. Minority Shareholders in Hong Kong: a Legal Conundrum, in Building Value in Asia: Corporate Governance and Compliance for a New Era (Asia Law & Practice: 2000), pp 77-86.

25. ‘Shareholder Remedies’ (1998) Company Secretary (Vol 8 No 5) 16-19

26. "Reforming the Priority Rules in Hong Kong: A Comparative Perspective" in The Reform of Property Law (ed. Prof Paul Jackson and Dr David Wilde of Reading University, England), Chapter 19, pp 381-401, 1997, Ashgate Publishing Ltd.

27. "Let the estate lie where it falls" (1995) 45 Northern Ireland Legal Quarterly, pp 378-388.

28. "Enforceability of Securities and Guarantees after O'Brien" (1995) 15 Oxford Journal of Legal Studies, pp 119-131.

29. "Section 459 of the Companies Act 1985 and s.122(1)(g) of the Insolvency Act 1986" (1994) 14 The Company Lawyer, pp 184-185.

30. "Priority of Substituted Mortgagee", (1993) 43 Northern Ireland Legal Quarterly, pp 51-58.

31. "Unfair Prejudice Remedy", [1993] Journal of Business Law, pp 283-287.

32. Satisfying Proprietary Estoppel", [1993] The Conveyancer, pp 173-176.

33. "Enforcement of Positive Covenants", [1993] The Conveyancer, pp 234-238.

Case Study with teaching notes (adopted by many universities and companies including Duke University, MIT, HEC, HKUST, SMU (Singapore), Hewlett Packard):

1. Ethics Management at a Cross-Border Enterprise, (with Jeroen van den Berg) (2008) The Asia Case Research Centre and the ICAC, 30 pages.

2. Manfold Toy Company Ltd: Corporate Governance and Ethics for Directors and Professionals, (with Jeroen van den Berg) (2007) The Asia Case Research Centre and the ICAC, 24 pages.