The State of Delaware Becomes an Acceptable Jurisdiction
By RAYMOND LI, SAMMY LI, CATHERINE TSANG & CHRIS BETTS
On February 10, 2012, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") published HKEx Listing Decision HKEx-LD24-2012. In this decision, the Stock Exchange announced that it would consider the State of Delaware in the United States of America as acceptable as an issuers place of incorporation, subject to listing applicants incorporated in Delaware making certain revisions to their constitutive documents or adopting alternative shareholder protection measures to ensure compliance with the Joint Policy Statement Regarding the Listing of Overseas Companies (the Joint Policy Statement), as well as demonstrating a reasonable nexus with Delaware. Listing applicants not wishing to amend their constitutive documents should provide their reasons for not doing so to the Stock Exchange together with an explanation of the alternative shareholder protective measures adopted or proposed to be adopted, which the Stock Exchange will consider on a case-by-case basis.
Future applicants incorporated in Delaware may follow the streamlined procedures in Guidance Letter HKEx-GL12-09 and need not complete a detailed line-by-line comparison with the Joint Policy Statement.