Section: 157 Heading: Validity of acts of directors Version Date: 30/06/1997
The acts of a director or manager shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.
Section: 157A Heading: Appointment of directors to be voted on individually Version Date: 30/06/1997
(1) At a general meeting of a company other than a private company or a company not having a share capital, a motion for the appointment of 2 or more persons as directors of the company by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. (Amended 75 of 1993 s. 9)
(2) A resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time:
Provided that-
(a) this subsection shall not be taken as excluding the operation of section 157; and
(b) where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment shall apply.
(3) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
(4) Nothing in this section shall apply to a resolution altering the company's articles.
(Added 6 of 1984 s. 114)
Section: 157B Heading: Removal of directors Version Date: 13/02/2004
(1) A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him: (Amended 28 of 2003 s. 60)
Provided that this subsection shall not, in the case of a private company, authorize the removal of a director holding office for life on the commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984).
(1A) Special notice is required of a resolution to remove a director or to appoint somebody in place of a director so removed at the meeting at which he is removed. (Added 28 of 2003 s. 60)
(2) On receipt of notice of an intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.
(3) Where notice is given of an intended resolution to remove a director under this section and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so-
(a) in any notice of the resolution given to members of the company state the fact of the representations having been made; and
(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company),
and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.
(4) Copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.
(5) On a resolution to remove a director before the expiration of his period of office no share shall, on a poll, carry a greater number of votes than it would carry in relation to the generality of matters to be voted on at a general meeting; and where a share carries special voting rights (that is to say, rights different from those carried by other shares of the same nominal value) in relation to some matters but not others, the reference in this subsection to the generality of matters to be voted on at a general meeting of the company shall be construed as a reference to the matters in relation to which the share carries no special voting rights. (Amended 28 of 2003 s. 60)
(6) A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
(7) A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director.
(8) Nothing in this section shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.
(Added 6 of 1984 s. 114)
Section: 157C Heading: Minimum age limit for directors Version Date: 30/06/1997
No person shall be capable of being appointed a director of a company on or after the commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984) unless at the time of his appointment he has attained the age of 18 years.
(Added 6 of 1984 s. 114. Amended 32 of 1990 s. 13)
Section: 157D Heading: Resignation of director or secretary Version Date: 13/02/2004
(1) A director or secretary of a company may, unless it is otherwise provided in the articles of the company or by any agreement with the company, resign his office at any time.
(2) Notification of the resignation of a director or secretary of a company shall be given by the company to the Registrar in like manner as a notification of any change among its directors is required to be given by section 158(4): (Amended 46 of 2000 s. 15)
Provided that where there are reasonable grounds for believing that the company will not give such notification, such notification shall be given in the specified form by the person resigning and shall state whether the person resigning is required by the articles of the company or by any agreement with the company to give notice of his resignation to the company, and, if such notice is so required, whether such notice has been given in accordance with such requirement. (Amended 3 of 1997 s. 37)
(3) Where notice of the resignation of a director or secretary of a company is required to be given by the articles of the company or by any agreement with the company, the following shall apply to the person resigning-
(a) the resignation shall not have effect unless he gives notice in writing thereof either in accordance with such requirement or by sending it by post to, or by leaving it at, the registered office of the company;
(b)-(c) (Repealed 46 of 2000 s. 15)
(4) In this section, "director" (董事) includes a reserve director and a person deemed to be a director under section 153A(8). (Added 28 of 2003 s. 61)
(Added 6 of 1984 s. 114)
Section: 157E Heading: (Repealed 30 of 1994 s. 3) Version Date: 30/06/1997
Section: 157F Heading: (Repealed 30 of 1994 s. 3) Version Date: 30/06/1997
Section: 157G Heading: (Repealed 75 of 1993 s. 10) Version Date: 30/06/1997
Section: 157H Heading: Prohibition of loans, etc., to directors and other persons Version Date: 13/02/2004
(1) The prohibitions in this section are subject to the exceptions in section 157HA.
(2) A company shall not, directly or indirectly-
(a) make a loan to a director of the company or of its holding company;
(b) enter into a guarantee or provide any security in connection with a loan made by any other person to such a director; or
(c) if any one or more of the directors of the company holds (jointly or severally or directly or indirectly) a controlling interest in another company-
(i) make a loan to that other company; or
(ii) enter into a guarantee or provide any security in connection with a loan made by any person to that other company.
(3) A relevant company shall not-
(a) make a quasi-loan to a director of the company or of its holding company;
(b) enter into a guarantee or provide any security in connection with a quasi-loan made by any other person to such a director; or
(c) if any one or more of the directors of the company holds (jointly or severally or directly or indirectly) a controlling interest in another company-
(i) make a quasi-loan to that other company; or
(ii) enter into a guarantee or provide any security in connection with a quasi-loan made by any other person to that other company.
(4) A relevant company shall not-
(a) enter into a credit transaction as creditor for a director of the company or of its holding company;
(b) enter into a guarantee or provide any security in connection with a credit transaction entered into by any other person as creditor for such a director; or
(c) if any one or more of the directors of the company holds (jointly or severally or directly or indirectly) a controlling interest in another company-
(i) enter into a credit transaction as creditor for that other company; or
(ii) enter into a guarantee or provide any security in connection with a credit transaction entered into by any other person as creditor for that other company.
(5) A company shall not arrange for the assignment to it, or the assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have contravened subsection (2), (3) or (4).
(6) If a company enters into an arrangement in contravention of subsection (5), then for the purposes of this section the company is to be treated as having entered into the transaction in question on the date of that arrangement.
(7) A company shall not take part in any arrangement whereby-
(a) another person enters into a transaction or arrangement that, if it had been entered into by the company, would have contravened subsection (2), (3), (4) or (5); and
(b) that other person, in pursuance of the arrangement, has obtained or is to obtain any benefit from the company or its holding company or a subsidiary of the company or its holding company.
(8) In the application of subsections (2), (3) and (4) to-
(a) a company that has any of its shares listed on a recognized stock market; or
(b) a company that is a member of a group of companies of which a company referred to in paragraph (a) is a member,
references in that subsection to a director shall include references to-
(i) the spouse or any child or step-child of such director;
(ii) a person acting in his capacity as the trustee (other than as trustee under an employees' share scheme or a pension scheme) of any trust the beneficiaries of which include the director, his spouse or any of his children or step-children or the terms of which confer a power on the trustees that may be exercised for the benefit of the director, his spouse or any of his children or step-children; and
(iii) a person acting in his capacity as partner of that director or of his spouse, child or step-child, or of any trustee referred to in paragraph (ii).
(9) References in subsection (8) to the child or step-child of any person shall include a reference to any illegitimate child of that person, but shall not include a reference to any person who has attained the age of 18 years.
(10) In this section-
"company" (公司) means-
(a) a company within the meaning of section 2; or
(b) any other body corporate that is incorporated in Hong Kong under an Ordinance and that has any of its shares listed on a recognized stock market,
but does not include an authorized financial institution;
"conditional sale agreement" (有条件售卖协议) means an agreement for the sale of goods or land under which-
(a) the purchase price or part of it is payable by instalments;
(b) the property in the goods or land is to remain in the seller until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled; and
(c) the buyer is (notwithstanding such reservation of property) to be in possession of the goods or land prior to the fulfilment of such conditions;
"credit transaction" (信贷交易) means a transaction between one party ("the creditor") and another party ("the borrower") under which the creditor-
(a) supplies goods to the borrower under a hire-purchase agreement;
(b) sells goods or land to the borrower under a conditional sale agreement;
(c) leases or hires goods or leases land to the borrower in return for periodical payments; or
(d) otherwise disposes of land or supplies goods or services to the borrower on the understanding that payment (whether in a lump sum or instalments or by way of periodical payments or otherwise) is to be deferred;
"director" (董事) includes a shadow director;
"guarantee" (担保) includes indemnity, and cognate expressions are to be construed accordingly;
"hire-purchase agreement" (租购协议) means an agreement for the bailment of goods under which the bailee may buy the goods, or under which the property in the goods will or may pass to the bailee;
"land" (土地) includes any estate or interest in land, buildings, messuages and tenements of any nature or kind whatsoever;
"quasi-loan" (类似贷款) means-
(a) a transaction under which one party ("the creditor") agrees to pay, or pays otherwise than in pursuance of an agreement, a sum for another ("the borrower")-
(i) on terms that the borrower (or a person on his behalf) will reimburse the creditor; or
(ii) in circumstances giving rise to a liability on the borrower to reimburse the creditor; or
(b) a transaction under which one party ("the creditor") agrees to reimburse, or reimburses otherwise than in pursuance of an agreement, expenditure incurred by another for another ("the borrower")-
(i) on terms that the borrower (or a person on his behalf) will reimburse the creditor; or
(ii) in circumstances giving rise to a liability on the borrower to reimburse the creditor;
"relevant company" (有关公司) means a company within the meaning of this subsection but does not include a private company other than a relevant private company;
"relevant private company" (有关私人公司) means a private company that is a member of a group of companies of which a company that has any of its shares listed on a recognized stock market is a member;
"services" (服务) means anything other than goods or land.
(11) For the purposes of this section-
(a) a person "makes a quasi-loan to" or "enters into a credit transaction as creditor for" a person if the first-mentioned person is the creditor and the second-mentioned person is the borrower under the quasi-loan or credit transaction, as the case may be;
(b) the liabilities of a borrower under a quasi-loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower; and
(c) a body corporate is not to be treated as a shadow director of any of its subsidiaries by reason only that the directors or a majority of the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.
(Replaced 28 of 2003 s. 62)
Section: 157HA Heading: Excepted transactions Version Date: 13/02/2004
(1) Section 157H does not prohibit a company that is a member of a group of companies from-
(a) making a loan or quasi-loan to, or entering into a credit transaction as creditor for, a company that is a member of the same group of companies; or
(b) entering into a guarantee or providing any security in connection with-
(i) a loan or quasi-loan made by any person to a company that is a member of the same group of companies; or
(ii) a credit transaction entered into by any person as creditor for such a company.
(2) Section 157H does not prohibit a private company (not being a relevant private company) from doing anything that has been approved by the company in general meeting.
(3) Subject to this section, a company is not prohibited by section 157H from-
(a) entering into any transaction to provide any of its directors with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company;
(b) entering into any transaction-
(i) for the purpose of facilitating the purchase of the whole or part of any residential premises, together with any land to be occupied and enjoyed therewith, for use as the only or main residence of a director of the company;
(ii) for the purpose of improving any residential premises so used or any land occupied and enjoyed therewith; or
(iii) in substitution for any transaction entered into by any person for the benefit of a director of the company and falling within subparagraph (i) or (ii); or
(c) leasing or hiring goods or leasing land to a director of the company on terms not more favourable than the terms it is reasonable to expect the company to have offered, if the goods had been leased or hired or the land had been leased on the open market, to a person who is unconnected with the company.
(4) The exception specified in subsection (3)(a) operates in relation to a transaction described in that subsection only if either of the following conditions is satisfied-
(a) the transaction in question is entered into with the prior approval of the company given at a general meeting at which the purpose of the expenditure incurred or to be incurred by the director concerned and the amount of the transaction are disclosed; or
(b) the transaction is entered into on the condition that, if the approval of the company is not so given at or before the next following annual general meeting, any liability falling on any person in connection with the transaction shall be discharged within 6 months from the conclusion of that meeting.
(5) The exception specified in subsection (3)(b) operates in relation to a transaction described in that subsection only if the following conditions are satisfied-
(a) the company in question ordinarily enters into transactions of that description for its employees on terms no less favourable than those on which the transaction in question is entered into;
(b) the amount of the transaction does not exceed 80 per cent of the value of the residential premises, or the part thereof, in question and any land to be occupied and enjoyed therewith, as stated in a valuation report that complies with paragraph (c);
(c) the valuation report is made and signed by a professionally qualified valuation surveyor, who is subject to the discipline of a professional body, not earlier than 3 months prior to the date on which the transaction is entered into; and
(d) the transaction is secured by a legal mortgage on the land comprising the residential premises, or the part thereof, in question and any land to be occupied and enjoyed therewith.
(6) Subject to this section, a company is not prohibited by section 157H(2) from entering into a transaction described in that section if the ordinary business of that company includes the entering into of transactions of that description.
(7) Subject to this section, a relevant company is not prohibited by section 157H(3) or (4) from entering into a transaction described in that section if the ordinary business of that company includes the entering into of transactions of that description.
(8) The exceptions specified in subsections (6) and (7) operate in relation to a transaction described in that subsection only if the following conditions are satisfied-
(a) the transaction in question is entered into by the company or relevant company, as the case may be, in the ordinary course of its business; and
(b) the amount of the transaction is not greater, and the terms of the transaction are not more favourable, in the case of the person with or in respect of whom the transaction is entered into, than that amount or those terms that it is reasonable to expect the company or relevant company, as the case may be, to have offered to or in respect of a person of the same financial standing as that person but who is unconnected with the company or relevant company.
(9) Subsections (6) and (7) do not authorize a company or relevant company, as the case may be, to enter into a transaction described in section 157H(2), (3) or (4) if, at the time the transaction is entered into, the relevant amount exceeds $750000.
(10) For the purpose of subsection (9), "relevant amount" (有关款额)-
(a) in relation to a company that at the time of the transaction in question is subject to the prohibition in section 157H(2) but is not subject to the prohibitions in section 157H(3) and (4), means the aggregate of the following amounts-
(i) the amount of the transaction in question;
(ii) the amount outstanding at that time in respect of principal on all loans made by the company by virtue of subsection (6) to the director or other company concerned (excluding the transaction in question); and
(iii) the amount representing the maximum liability of the company at that time under all guarantees and all security entered into or provided by the company by virtue of subsection (6) in connection with any loans made by any person to the director or other company concerned (excluding the transaction in question); and
(b) in relation to a company that at the time of the transaction in question is subject to the prohibitions in section 157H(2), (3) and (4), means the aggregate of the following amounts-
(i) the amount of the transaction in question;
(ii) the amount outstanding at that time in respect of principal on all loans and quasi-loans made by the company to, and all credit transactions entered into by the company as creditor for, the director or other company concerned by virtue of subsection (6) or (7) (excluding the transaction in question); and
(iii) the amount representing the maximum liability of the company at that time under all guarantees and all security entered into or provided by the company by virtue of subsection (6) or (7) in connection with any loans or quasi-loans made by any person to, or any credit transactions entered into by any person as creditor for, the director or other company concerned (excluding the transaction in question).
(11) Subsections (3), (6) and (7) do not authorize a company to enter into a transaction if, at the time the transaction is entered into, the relevant amount exceeds 5 per cent of the amount of the company's net assets as shown in the latest balance sheet laid before the company in general meeting.
(12) For the purpose of subsection (11), "relevant amount" (有关款额)-
(a) in relation to a company that at the time of the transaction in question is subject to the prohibition in section 157H(2) but is not subject to the prohibitions in section 157H(3) and (4), means the aggregate of the following amounts-
(i) the amount of the transaction in question;
(ii) the amount outstanding at that time, in respect of principal and interest or otherwise, on all loans made by the company to any of its directors (excluding the transaction in question and any loans made by virtue of subsection (1) or (2)); and
(iii) the amount representing the maximum liability of the company at that time under all guarantees entered into by the company, and in respect of all security provided by the company, in connection with any loans made by any person to any of its directors (excluding the transaction in question and any guarantees or security entered into or provided by virtue of subsection (1) or (2)); and
(b) in relation to a company that at the time of the transaction in question is subject to the prohibitions in section 157H(2), (3) and (4), means the aggregate of the following amounts-
(i) the amount of the transaction in question;
(ii) the amount outstanding at that time, in respect of principal and interest or otherwise, on all loans and quasi-loans made by the company to, and all credit transactions entered into by the company as creditor for, any of its directors (excluding the transaction in question and any loans, quasi-loans or credit transactions made or entered into by virtue of subsection (1) or (2)); and
(iii) the amount representing the maximum liability of the company at that time under all guarantees entered into by the company, and in respect of all security provided by the company, in connection with any loans or quasi-loans made by any person to, or any credit transactions entered into by any person as creditor for, any of its directors (excluding the transaction in question and any guarantees or security entered into or provided by virtue of subsection (1) or (2)).
(13) A reference in this section to the amount of a transaction entered into by a company shall be construed as a reference to-
(a) where the transaction consists of a loan, quasi-loan or credit transaction, the principal amount of that loan, quasi-loan or credit transaction;
(b) where the transaction consists of a guarantee, the amount representing the maximum liability of the company under that guarantee; and
(c) where the transaction consists of the provision of any security, the amount representing the maximum liability of the company in respect of that security.
(14) A reference in this section to the principal amount of a quasi-loan or credit transaction shall be construed as a reference to the total amount payable by the borrower, excluding any amount payable as interest, as a penalty or as compensation or damages for a breach of the transaction.
(15) In this section, "net assets" (净资产), in relation to a company, means the aggregate of the company's assets less the aggregate of its liabilities, and for the purposes of this definition, "liabilities" (负债) includes any provision within the meaning of the Tenth Schedule except to the extent that that provision is taken into account in calculating the value of any asset of the company.
(16) All other terms and expressions used in this section have the same meaning as in section 157H subject to the following exceptions-
(a) for the purposes of subsection (3) of this section, "director" (董事) does not include a shadow director; and
(b) section 157H(8) shall not apply in relation to the references to a director in subsection (3) of this section insofar as that subsection applies in respect of a director of-
(i) a company that has any of its shares listed on a recognized stock market; or
(ii) a company that is a member of a group of companies of which a company referred to in paragraph (a) is a member.
(Added 28 of 2003 s. 62)
Section: 157I Heading: Civil consequences of transactions contravening section 157H Version Date: 13/02/2004
(1) A person who receives from a company a sum paid in pursuance of a transaction or arrangement entered into in contravention of section 157H shall be liable to repay that sum to the company forthwith, except where he is not a director of the company or of its holding company and he shows that, at the time the transaction or arrangement was entered into, he did not know the relevant circumstances. (Replaced 28 of 2003 s. 63)
(2) Subject to subsection (3), a guarantee entered into or any security provided by a company in contravention of section 157H shall be unenforceable against the company. (Amended 28 of 2003 s. 63)
(3) Subsection (2)-
(a) shall not apply to a guarantee entered into or any security provided by the company in connection with a loan or quasi-loan made by any person to, or a credit transaction entered into by any person as creditor for, a person who is not a director of the company or of its holding company if it is shown that, at the time the guarantee was entered into or the security provided, the person to whom the guarantee was given or the security provided, as the case may be, did not know the relevant circumstances; and
(b) shall not affect an interest in any property that has been passed by the company to any person by way of security provided in connection with any transaction or arrangement. (Replaced 28 of 2003 s. 63)
(4) Without prejudice to any liability imposed on directors of companies otherwise than by this subsection, a director of a company that has entered into a transaction or arrangement in contravention of section 157H shall be liable-
(a) to account to the company for any gain that he has made directly or indirectly by the transaction or arrangement; and
(b) jointly and severally with any other director liable under this subsection, to indemnify the company for any loss or damage resulting from that transaction or arrangement,
if-
(i) he knowingly and wilfully authorized or permitted the transaction or arrangement to be entered into;
(ii) the transaction or arrangement consists of the making of a loan or quasi-loan to, or the entering into of a credit transaction as creditor for, that director or a person connected with him; or
(iii) the transaction or arrangement consists in the giving of any guarantee or the provision of any security in connection with a loan or quasi-loan made by any person to, or a credit transaction entered into by any person as creditor for, that director or a person connected with him. (Replaced 28 of 2003 s. 63)
(5) Without prejudice to subsections (1) to (4), section 157H shall not of itself invalidate any transaction or arrangement entered into in contravention of that section. (Replaced 28 of 2003 s. 63)
(6) In this section-
"company" (公司) has the same meaning as in section 157H(10);
"director" (董事), except in subsection (3), includes a shadow director;
"the relevant circumstances" (有关情况), in relation to a contravention of section 157H, means all the facts and other circumstances constituting that contravention including, in the case of a transaction or arrangement which but for any fact or circumstance would be authorized by any provision of section 157HA, that fact or circumstance. (Replaced 28 of 2003 s. 63)
(7) For the purposes of this section a person is connected with a director of a company if, but only if, he is-
(a) the spouse, child or step-child of that director; or
(b) a person acting in his capacity as the trustee (other than as trustee under an employees' share scheme or a pension scheme) of any trust the beneficiaries of which include to director, his spouse or any of his children or step-children or the terms of which confer a power on the trustees the may be exercised for the benefit of the director, his spouse or any of his children or step-children; or
(c) a person acting in his capacity as partner of that director or of any person who by virtue of paragraph (a) or (b) is connected with that director; or
(d) a company in which that director or his spouse or any of his children or step-children, or any person to whom paragraph (b) or (c) applies, holds (jointly or severally or directly or indirectly) a controlling interest,
and in this subsection a reference to the child or step-child of any person shall include a reference to any illegitimate child of that person, but shall not include a reference to any person who has attained the age of 18 years. (Amended 32 of 1990 s. 13)
(Added 6 of 1984 s. 114)
Section: 157J Heading: Criminal penalties for contravention of section 157H Version Date: 13/02/2004
(1) Where a company enters into a transaction in contravention of section 157H(2), (3) or (4), the following persons shall, subject to subsection (2), be guilty of an offence-
(a) if the transaction is entered into in contravention of section 157H(2)(a) or (b), (3)(a) or (b) or (4)(a) or (b), the company;
(b) any director of the company who wilfully authorized or permitted the transaction to be entered into; and
(c) any person who knowingly procured the company to enter into the transaction.
(1A) Where a company enters into an arrangement in contravention of section 157H(5) or (7), the following persons shall, subject to subsection (2), be guilty of an offence-
(a) if the arrangement is entered into in connection with a transaction described in section 157H(2)(a) or (b), (3)(a) or (b) or (4)(a) or (b), the company;
(b) any director of the company who wilfully authorized or permitted the arrangement to be entered into; and
(c) any person who knowingly procured the company to enter into the arrangement.
(2) A person shall not be guilty of an offence under this section if he shows that, at the time the transaction or arrangement was entered into, he did not know the relevant circumstances.
(3) A person guilty of an offence under this section shall be liable to imprisonment and a fine.
(4) In this section-
"company" (公司) has the same meaning as in section 157H(10);
"director" (董事) includes a shadow director;
"the relevant circumstances" (有关情况), in relation to a contravention of section 157H, means all the facts and other circumstances constituting that contravention including, in the case of a transaction or arrangement which but for any fact or circumstance would be authorized by any provision of section 157HA, that fact or circumstance.
(Replaced 28 of 2003 s. 64)
