吳 世學 教授

Impact of recent articles:

1. The suggestion in “Should the headcount test for scheme of arrangement be abolished?” (2011) 32 The Company Lawyer, Issue 6, pp186-190 and “Headcount test and scheme of arrangement” (2010) 126 LQR 517-521, that the headcount test be retained with discretion to the court to disapply it where appropriate, has been accepted by the Government in its Companies Bill 2010.

2. Suggestions made in “Regulation of sale of off-the-plan property” [2010] 74 Conv129-145 have been accepted by the Government in its new rules

3. Suggestions made in “Multiple derivative action and common law derivative action revisited: a tale of two jurisdictions” (2010) Journal of Corporate Law Studies,pp255-264, that Companies Ordinance be amended to allow multiple derivative action has been implemented by the Government

Reviews and citations of his work:

1. Derivative action in China: Problems and Prospects (with Hong Xiangxing) (2009) Journal of Business Law, 376-395. (Cited in Mathias M Siems, (2010) UEA LAW Working Paper No 2010-MS-1)

2. “The Statutory Derivative Action: Now Showing Near You” (with Paul von Nessan and Low Chee Keong) (2008) Journal of Business Law (UK) 627- 661. (Cited in Harvard Law School, Seminar on Financial Regulation in a Globalized Economy (Prof Howell Jackson), Briefing Paper No 6: An Overview of Securities Enforcement in HK (2008).

3. “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. (Cited in (2009) 18 Pac Rim L & Pol’y 1; (2009) SSRN (No 1407589).

4. The Corporate Dimension of the Securities and Futures Ordinance, (2003) 33 HKLJ 271-288. (Cited in (2005) 14 Pac Rim L & Pol’y 35; PhD Thesis (Mahidol Uni Thailand) (2008)).

5. The Expropriation Game: Minority shareholders’ protection, (2003) 33 HKLJ 71-98 (co-authored with Professor Rolf H Weber, Zurich University). (Cited in (2005) 14 Pac Rim L & Pol’y 35; Jack B Jacobs (Justice, Supreme Court of Delaware, Asian Business Dialogue on CG 2003 (ACGA, 2003) at 47).

6. 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. (Cited in (2001) 31 HKLJ 122).

7. “Let the estate lie where it falls” (1995) 45 Northern Ireland Legal Quarterly, pp 378-388. Externally refereed. (cited in (2001) Sing J Legal Stud 102; Eng Law Com (CP 154) and (CP 189)).

8. “Enforceability of Securities and Guarantees after O’Brien” (1995) 15 Oxford Journal of Legal Studies, pp 119-131. Cited in Nigel P Gravells (Professor of English Law, University of Nottingham), Land Law: Text and Materials, 1995, Sweet & Maxwell, p.759; (2005) 42 Can Bus LJ 245); (1996) 26 HKLJ 284 (L Ho); (1996) 59 MLR 675 (B Fehlberg); (1999) Journal of Contract Law (A Phang); (2002) 11 Social & Legal Studies 257; (1997) 56 CLJ 71; (2002) JBL 439.

9. Satisfying Proprietary Estoppel”, [1993] The Conveyancer, pp 173-176.

  Cited in Nigel P Gravells (Professor of English Law, University of Nottingham), Land Law: Text and Materials, 1995, Sweet & Maxwell, p.487.

10. “Enforcement of Positive Covenants”, [1993] The Conveyancer, pp 234-238. Cited by counsel in Rhone v Stephens [1994] 2 AC 310, HL

Cited in Nigel P Gravells (Professor of English Law, University of Nottingham), ‘Enforcement of Positive Covenants Affecting Freehold Land’ (1994) 110 Law Quarterly Review 346; (1994) 3 Nottingham LJ 68.

11. Land Law in Hong Kong (practitioner edition) (2010, LexisNexis, 2010), pp 897, (co-author with Alice Lee, Associate Professor, Department of Law, The
University of Hong Kong.)

“A good practitioner textbook is an important milestone for the local development of the common law… Due to the scholarship and efforts of Mr Goo and Ms Lee, we now have a textbook on Hong Kong land law which refers to many local authorities as well as other common law jurisprudence… the textbook will soon become a standard work in the library of every real property lawyer in Hong Kong”, The Honourable Mr Justice Johnson Lam, High Court, Hong Kong.

12. Cases & Materials on Company Law, (5th edn, 2004) Oxford University Press, 605 pages + xxx. (Co-author with Mr Andrew Hicks of Exeter University). (Cited in (2008) 38 HKLJ 425; (2006) 36 HKLJ 481)

13. Corporate Governance: The Hong Kong Debate (December 2003) Sweet & Maxwell Asia, pp 593 + xvii (co-author with Anne Carver with a contribution from John Whitman) (Cited in (2004) 15 Am Rev Int’l Arb 607; Halsbury’s Laws of HK (herein after HLHK)[95] Companies and Corporation 646; (2005) Comp Law 375; (2006) Journal of Financial Crime 300; recommended reading for ACCA (UK) Corporate and Business Law (Hong Kong); HKICS (HK) Corporate Law).

Reviews:
“the authors draw on insights from other disciplines including sociology, psychology and political science, and discuss them in the context of Hong Kong… they have put together a useful compendium about corporate governance in Hong Kong. It includes a compilation of the current public debate on regulatory issues with useful international comparisons. No doubt this book will contribute to the very lively debate on corporate governance in Hong Kong” (Dr Andrew Sheng, former Chairman, Securities and Futures Commission (HK)).

“It is clearly very thoughtful and comprehensive scholarship. The authors are to be congratulated on their research. I am sure the book is proving to be influential.”(Professor Ian Ramsay, Director of Centre for Corporate Law and Securities Regulation, University of Melbourne)

“There is much of value in this book and it connects Hong Kong to the international debate. It contains material which is international in outlook and broader than is often found in corporate governance literature. It contains a number of ideas which will no doubt stimulate further debate in Hong Kong. The authors are to be congratulated in producing a work of this quality.” (((2005) Vol 15, No 6, Company Secretary, p 37 reviewed by Professor John Farrar, Bond University)

“It is impressive. It is a multi-faceted book blending different kinds of material but holding it together.” (anonymous assessor)

“First class. Extremely comprehensive in its coverage and it deals with a very important area of company law” (anonymous assessor)

14. Insurance Law & Practice in Hong Kong (December 2003) Sweet & Maxwell Asia, pp 848 (as General Editor with Professor Robert Merkin of Southampton University as Consultant Editor) (cited judicially in Dashing Press Ltd v Cheng Wai Chuen [2006] HKCU 733; Wong Chi Man v American International Assurance Co Ltd [2008] HKCU 808; Mass mutual Asia Ltd v Leung Kwok Key [2004] HKEC 517, CA; (2008) Tulane Maritime Law Journal 425; (2005) 28 Australian and New Zealand Institute of Insurance and Finance Journal 34; HLHK [40] Banking & Finance 296; HLHK [220] Insurance 44; recommended reading for ACCA (UK) Corporate and Business Law (Hong Kong)).

Reviews:
“The task of producing a work of this nature is considerable, not to say daunting, and Professor S H Goo and his team of contributors – all of whom are experienced Hong Kong solicitors – must be congratulated for devoting the substantial time and effort necessary to bring this project to fruition.” (The Hon Mr Justice Stone)

“Black letter legal principles are ably discussed in chapters written by the two main editors [S H Goo and Professor Merkin] … The strength of this textbook lies in the authors’ success at clearly setting out the current position of the law of insurance in Hong Kong, while explaining the framework in which that position has been shaped and how that position will likely be influenced in the future given legal developments in other common law jurisdictions… the editors and authors have succeeded in producing a textbook that provides local insurance law practitioners and students with most, if not all, of the information they need in one complete source… the book will make a useful addition to any practitioner’s library.” ((2005) 35 HKLJ 526-528, reviewed bySuneeti Kaushal, Registered Foreign Lawyer, Baker & McKenzie (HK)).

15. Land Law in Hong Kong, (2nd edn, December, 2003) LexisNexis Butterworths, pp.800 + lxviii (co-author with Alice Lee) (Cited in HLHK [40] Banking & Finance 278; Butterworths: Webster’s Timeline History 1987-2007 (Icon Group International, 2009) at 87; Rhone Smith, Conversion Course Companion for Law: Core Legal Principles and Cases for CPE, (Pearson Longman, 2009) at 378).

16. Sourcebook on Land Law, (3rd edn, 2002) Cavendish Publishing Ltd, London, 951 pages +lxxxv. (Cited in (2010) Vozarikova, LLM thesis, University of Birmingham; (2009) 14 Deakin Law Review 1; (2003) 7.2 EJCL (Netherlands Comparative Law Association; Sandra C Taylor, Jewel of the Desert: Japanese American Internment at Topaz (University of California Press: 1993) at 39).

17. International Financial Sector Reform: Standard Setting and Infrastructure Development (2002) Kluwer Law International: London, The Hague, New York, ISBN 90-411-9862-8, 516 pages (Co-edited with Douglas Arner of HKU and Zhongfei Zhou of Shanghai University of Finance and Economics) (Cited in (2006) 7 Chi J Int’l Law 239; (2004) 31 Syracuse J Int’l L & Com 25; (2002) 36 Int’l Law 215; (2006) 12 Asia Pacific Business Review 309; I Chiu, Regulatory Convergence in EU Securities Regulation (Kluwer, 2008); Lejot, Arner & Liu Asia’s Debt Capital Markets (Kluwer, 2006)).

18. Cases & Materials on Company Law, (4th edn, 2001) Blackstone Press Ltd, London, 760 pages + xxix. (Co-author with Mr Andrew Hicks of Exeter University). (Cited in (2009) LLM Thesis (Ming Chuan University Taiwan)).

19. Cases & Materials on Company Law, (3nd edn, 1999) Blackstone Press Ltd, London, 742 pages + xxxi. (Co-author with Mr Andrew Hicks of Exeter University). (Cited in (1999) 19 Legal Stud 515).

20. Land Law in Hong Kong, (1998) Butterworths Asia, pp.701 + xlix (one chapter (pp477-500) contributed by Miss Alice Lee, Assistant Professor, Department of Law, The University of Hong Kong.) (cited judicially in China United Holdings Ltd v Lam How Mun Peter [2005] HKCU 723; (1999) 29 HKLJ 240).

21. Cases & Materials on Company Law, (2nd edn, 1997) Blackstone Press Ltd, London, 722 pages + xxxii. (Co-author with Mr Andrew Hicks of Exeter University). (Cited in Marjan Koelemeijer, Redelijkheid en billijkheid (Kluwer, 1999); (1999) 19 Legal Stud 521 (Prof Brian Cheffins, Cambridge University).

22. Cases & Materials on Company Law, (1st edn, 1994) Blackstone Press Ltd, London, 650 pages + xxiii. Co-author with Mr Andrew Hicks, Senior Lecturer in Law, Exeter University, England. 5 chapters out of 20 (about 25% my contribution). (Cited in Smart, Lynch, and Tam, Hong Kong Company Law: Cases, Materials and Comments, 1997, Butterworths; D C Buijs, J Wouters, Het wetsvoorstel, (Kluwer, 1998); P Panico, Nuovi Modelli di Corporate Governance (2004); (2002) 10 Corporate Governance: An International Review 136; Judge, S, Q & A: Company Law 2008 and 2009 (OUP); (2000-2001) 5 YB Int’l Fin & Econ L 191; Recommended reading for London U external course (2009)).

Reviews:
The authors have succeeded in writing an excellent student text. ((1995) 11 Insolvency Law & Practice, p 89 (reviewed by Richard Hardwick, Nicholson Graham & Jones))

Very good on unfair prejudice (my chapter) … (Gerard McMeel, University of Bristol)

A good reference book for Australian student (Clement Shum, University of Newcastle, Australia)

An impressive casebook … (Paul Eden, University of Leeds)

Its contextual style, its extracts from consultation papers, reports and articles are reasons for recommending it. The chapters on directors duties and minority shareholders (my chapters) are superb in that these topics are dealt with comprehensively (John Lowry, Brunel University)

Good selection of cases, good extracts from reports etc (Vanessa Finch, London School of Economics and Political Science)

Particularly liked the introduction and explanation which precedes the source materials. Excellent scope of coverage. (Jill Poole, University of Wales, Cardiff Law School)

Excellent balance between the academic & the practical (Adrian Walters, Nottingham Trent University)

23. Minority Shareholders’ Protection, (1994) Cavendish Publishing Ltd, London, 151 pages + xviii. Externally refereed. (cited judicially in Chong Ming Yiu v Lau Hon [2006] HKCU 209; English Law Commission’s Consultation Paper (No 142) on ‘Shareholder Remedies‘; David Milman, Regulating Enterprise: Law and Business Organisation in the UK (Hart Publishing, 1999) at 147).

Reviews:
It is first rate … a monograph of real importance. (Professor L C B Gower, author of leading text Gower’s Principles of Modern Company Law (5th edn 1992), Sweet & Maxwell)

There have been many company law books which also deal with minority shareholders’ protection but no one has done an in-depth analysis on this area as has this book … It provides answers to many fundamental questions… A brief but excellent conclusion capturing the strengths and weaknesses of the English law in this area… This book will be of great interest to company lawyers outside the English jurisdiction too. (Original review in French) ((1995) Revue Internationale de Droit Compare, pp 807-808, (reviewed by Professor Andre Tunc, Universite de Paris)).

The book plays a useful role in supplementing the treatment of minority shareholders’ right found in traditional textbooks. Academics will welcome its dissection of the principal elements … Its treatment of the procedural aspects will give it a certain appeal as regards the practitioner. ([1995] 7 International Company and Commercial Law Review p 263 (reviewed by Michael Lower, Senior Lecturer in Law, Liverpool John Moores University, Consultant with Davis & Co, London)

A much needed text… Major strengths – combination of substantive law and procedural and practical aspects. (A J Walter, Nottingham Trent University)

A good work of critical scholarship (anonymous assessor)

Very clear, completely comprehensive and deserves a second edition (anonymous assessor)

24. Sourcebook on Land Law, (1st edn, 1994) Cavendish Publishing Ltd, London, 1057 pages + lxxi. (Cited in (1999) Liverpool LR 97; (1998) Conv 202).

Reviews:
Plainly Mr Goo has put a great deal of skilled work into producing a book on this scale. (Sir Robert Megarry, formerly Vice Chancellor of the Supreme Court, England, author of the leading text Megarry & Wade, The Law of Real Property (5th edn 1984), Stevens)

Recommend it as alternative to Professor Kevin Gray’s Elements of Land Law (Professor Robert Pearce, University of Buckingham)

Suggest recommending this book to replace McKenzie & Phillips, A Practical Approach to Land Law, and Maudsley & Burn, Land Law: Cases and Materials. Very good concept, more user-friendly. (Martin Memmings, University College Salford)

It fills a very useful gap … There have been many recent publications in Land Law but not in the form of cases and materials put well into context as in this book. (Honor Lowless, University of Exeter)

Well received by students because of clarity of text, authority of author. A comprehensive compendium of material and text for a difficult subject. (Tim Vollans, Coventry University)

The book is very refreshing… particularly liked the practical approach and law commission reports thus making what can be a dry subject more interesting (K Crutchley, De Montfort University)

I must say I found this to be an excellent new text & I am sure it will find its place alongside other established casebooks & sourcebooks on land law. I am today writing to our librarian with a view to asking her to order 15-20 copies for our law library. I found the coverage of all topics to be excellent and the choice of source materials was always appropriate. (Barry Horton, Manchester Metropolitan University)

A quality book (M Cardwell, University of Leeds)

The book is helpful in linking together related parts that may appear unconnected to the students. (J Eccleston, Wolverhampton University)

25. Halsbury’s Laws of Hong Kong, Butterworths, Vol 26: Trust (2002) pp 569-903. (cited by counsel in Wah Ying Cheong Co Ltd v Chan Kwok Ping [2004] HKCU 400, [2004] HKEC 427; cited judicially in Tam Chi Kok Gabriel v Fok Eugina [2003] HKCU 657, [2003] HKEC 723; Moral Kind Ltd v Rose Palace Ltd [2008] HKEC 2115)

26. Halsbury’s Laws Hong Kong, Butterworths, Vol 19(1): Misrepresentation & Fraud (2002) Pp 189-323. (cited judicially in Cheung King Sum v Bright Lamp Industries Ltd [2005] HKCU 1160)

27. Halsbury’s Laws of Hong Kong, Butterworths, Vol 17: Landlord and Tenant, (2000), pp 1- 496 (co-authored with Mr Malcolm Merry, Barrister) (cited judicially in Mutual Luck Investment Ltd v Yeung Chi Kuen [2003] 1 HKC 90, [2002] HKCU 1365; Wong Wan Leung v Secretary for Transport [2001] 2 HKC 257, [2001] HKCU 156, CFA; Chan Tin Shi v Li Tin Sung [2004] HKEC 1400, CA; Chan Mei Po v Kan Yat Fan [2003] HKEC 1072)

28. Halsbury’s Laws of Hong Kong, Butterworths, Vol 6: Companies and Corporations, (1997) pp 668-1056, 1073-1139. (cited judicially in Grand Pacific Hotel Ltd (in liquidation) v Leung Kai Man [2004] HKCU 334; Re Astrotech International Holdings Ltd [2003] HKCU 180; Re Chit Lee Holdings Ltd [2002] 2 HKC 481; Re Shop Clothing Ltd (t/a Theme) [1999] 2 HKC 191; cited by counsel in Re Sharp Brave Ltd Co Ltd (in liq) [1999] 4 HKC 79; Re Kong Wah Holdings Ltd (No2) [2006] 2 HKLRD, CA; Re Keen Lloyd Resources Ltd [2005] HKEC 239)

29. Annotated Ordinances of Hong Kong: Land Registration Ordinance, (2nd edition 2002) 79 pages. (Cited in Brightland Corpn Ltd v Banhart Co Ltd [2008] HKEC 625; Angela: Webster’s Timeline History 1989-1998 (Icon Group International, 2009) at 178).

He has been a visiting fellow/visiting professor/visitor to many universities: University of Cambridge Law Faculty (August 1998, July-August 2010); Harvard Law School (October-November 2010); Columbia University Law School (October 2010); New York University Law School (October 2010); National Taiwan University Law School (November 2010); Centre for Commercial Law Studies, Queen Mary & Westfield College, University of London (May 1999); Centre for Corporate Law and Securities Regulation, University of Melbourne (August 1999); Chuo University, Tokyo, Japan (Oct 2001, Jan 2010); Zurich University, Switzerland (Jan 2002); Ryukyu University, Japan (Dec 2008)

Journal Editorship

Member of Editorial Board, Property Law Review (Australia): April 2010:- (Other members include Roger Coterrell (London U), Susan Bright (Oxford U), Kevin Gray (Cambridge U), Joseph Singer (Harvard U), Gregory Alexander (Cornell U), Susan French (UCLA), and Honourable Justice Margaret Stone, Federal Court of Australia).

Section Editor (Hong Kong, Singapore & Malaysia), Company and Securities Law Journal (Australia): December 2006 –

Member of the Editorial Board, Corporate Governance International (Hong Kong): Feb 2000 –

Hong Kong Section Editor: Journal of Business Law (UK): Oct 1998 –

Articles Editor of HKLJ (Hong Kong): Jan 1998 – Dec 2023

External Membership

January 2009-2015: Member, Standing Committee on Company Law Reform, HKSAR Government
Sep 2007-: Member, Sir Edward Youde Memorial Fellowships and Scholarships Committee
September 2006 – December 2007:  Member, Advisory Group on Directors and Officers Related Provisions, Rewrite of Companies Ordinance Project, appointed by the HKSAR Financial Services and the Treasury Bureau
March 2006 – : Editorial board, Professional Notes ‘Induction of Directors’, HKICS
March 2006-March 2008: Member, Public Affairs Forum, appointed by Secretary for Home Affairs, HKSAR Government.
Sep 2005 –  Dec 2007:  Reviewer/external examiner appointed by the Hong Kong Institute of Company Secretaries for its Hong Kong Corporate Law course (which is part of its International Qualifying Scheme).
2002 –  Member and Consultant: Technical Committee, HKICS
December 2001- May 2002: Member, Advisory Committee on Human Resources Development in the Financial Services Sector, appointed by Secretary for Financial Services, HKSAR Government.
Sep 1999 – :  Member of the International Advisory Board of the Centre for Corporate Law and Securities Regulation, University of Melbourne.

Teaching

Say Goo  maintains a Property Law Homepage with interactive exercises to enhance students’ learning experience. He has also given lectures at Tsinghua University, Beijing and taught Corporate Governance: Shareholder Remedies, with Professor John Farrar, on the Duke University-University of Hong Kong Asia American Institute in Transnational Law programme. He has also taught land law for the University of Hong Kong CPEC and, with Professor David Clarke of the University of Bristol, the University of London external LLB programmes as well as Business Associations for Manchester Metropolitan University’s LLB programme for HKU SPACE.

In the past, Say Goo has served on various committees. During his tenure at the University of Exeter, he was the Examinations Officer for the Department of Law, and Chair of a Working Party on LLB with European Studies. At HKU, he was a member of the Faculty Higher Degree Committee, the Chair of the Mooting Committee, the Faculty Distinguished Visitors Committee, a member of the Board of Management of the Asian Institute of International Financial Law, and HKU Board of Academic Awards.

Other interests

Say Goo likes travelling. He has visited many places in England, Paris, Luxembourg, Brussels, Edinburgh, Venice, Florence, Rome, Singapore, Brisbane, Sydney, Melbourne, Gold Coast, Berlin, Hainan, Beijing, Seoul, Shanghai, Guangzhou, Shenzhen, Xi-an, Jinan, Nanjing, Hangzhou, Suzhou, Shenyang, Tokyo, Hokkaido, Osaka, Kobe, Kyoto, Okinawa, Bangkok, Zurich, Lisbon, Taipei, New York, Boston, Cambridge (MA), San Francisco, Washington DC. He enjoys a variety of music and Chinese poems, likes photography and painting, and writes Chinese calligraphy.