нистог
C102/3
Mr Morris
HKD
CONFIDENTIAL
FROM:
Paul Fifoot
Ael sent
Send to 1th 1573
DATE: 15 March 1988
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3
DEUTSCHE BANK
Devesea
and helty to her hettle, how drafting devision,
2./38 Progen
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1. You will have seen telsnos 692 and 703 which I sent to Hong Kong and Hong Kong's reply in their telno 1096. Subsequent to
my minute of 11 March, I have had further exchanges with Mr Carver of the London office of Clifford Chance and one telephone conversa- tion with Mr Dennis of the Hong Kong office of Clifford Chance. Both have provided me with material relating to the Bill see para
1 in telno 703. I attach all this material.
The position now is that:-
2.
i)
ii)
iii)
I have advised both Clifford Chance and the Law Draftsman in Hong Kong of the way to cure an extraterritoriality defect of the original draft
Bill;
We have recieved material (attached) setting out the effect of the merger and why the promoters of the Bill think it is desirable;
Hong Kong (their telno 1096) advise us that the Bill is desirable and that they are satisfied that the facts have been established.
MAN
3. For my part, I am doubtful that it is necessary to seek a private Ordinance to give effect to a merger of two financial institutions. However, subject to obtaining the Secretary of State's instructions, that is a matter within the powers of the legislature of Hong Kong. If the legislature of Hong Kong are content to take their course, there is nothing intrinsically improper in their doing so. The only complication is the require- ment of the Secretary of State's instructions because the Bill relates to a banking association. (It could, I think, be argued that clause XXVI paragraph 4 does not, in fact, apply to this particular matter; I am not inclined to pursue this issue because I think the arguments are at best finely balanced and that the caution of the Hong Kong authorities in seeking the Secretary of State's approval was prudent). Accordingly, I sought further information from the promoters and confirmation from the Hong Kong authorities that they were satified as to various matters.
CONFIDENTIAL
/4.