Farrar, John H --- "Developing Corporate Governance in Greater China" [2002] UNSWLawJl 29; (2002) 25(2) UNSW Law Journal 462
[*] LLD (London), PhD (Bristol); Professor of Law, Bond University; Professorial Fellow, University of Melbourne. An earlier version of this paper was given at the meeting of the International Academy of Commercial and Consumer Law, held at the Max Planck Institute for Foreign Private and Private International Law, Hamburg in August 2002. The author wishes to thank Say Goo, Ann Carver, Derek Murphy and Lawrence Liu for current information on Hong Kong and Taiwan respectively.
[1] See Daniel Burstein and Arne de Keijzer, Big Dragon, The Future of China: What it Means for Business, the Economy and the Global Order (1999).
[2] See John H Farrar, Corporate Governance in Australia and New Zealand (2001) ch 1. Cf Lu Changchong, Corporate Governance, Contemporary Chinese Forward Economic Series (1999) ch 1.1. For a discussion of the significance of law in corporate governance, see generally Rafael La Porta et al, ‘Investor Protection and Corporate Governance’ (2000) 58 Journal of Financial Economics 3.
[3] See Michael Backman, Asian Eclipse: Exposing the Dark Side of Business in Asia (revised ed, 1999); Jeffrey D Sachs and Wing Thye Woo, ‘A Reform Agenda for a Resilient Asia’ in Wing Thye Woo, Jeffrey D Sachs and Klaus Schwab (eds), The Asian Financial Crisis: Lessons for a Resilient Asia (2000) ch 1; Shang-Jin Wei and Sara E Sievers, ‘The Cost of Crony Capitalism’ in Wing Thye Woo, Jeffrey D Sachs and Klaus Schwab (eds), The Asian Financial Crisis: Lessons for a Resilient Asia (2000) ch 5.
[4] ‘In Praise of Rules’, A Survey of Asian Business, The Economist (London), 7 April 2001, 1.
[5] Richard Eells, The Government of Corporations (1962).
[6] OECD Ad Hoc Task Force on Corporate Governance, OECD Principles of Corporate Governance (1999), <http://www.oecd.org/pdf/M00008000/M00008299.pdf> at 27 September 2002.
[7] Farrar, Corporate Governance, above n 2, ch 34.
[8] See John H Farrar, ‘In Pursuit of an Appropriate Theoretical Perspective and Methodology for Comparative Corporate Governance’ (2001) 13 Australian Journal of Corporate Law 1.
[9] Ibid 3.
[10] Bentham influenced leading politicians of the day and left behind much unpublished material. See Alain Strowel, ‘Utilitarisme et Approche Economique Dans La Theorie du Droit: Autour de Bentham et de Posner’ (1987) 18 Revue Interdisciplinaire D ’Etudes Juridiques 1.
[11] David Ricardo, On the Principles of Political Economy and Taxation (1st ed, 1817).
[12] John Stuart Mill, Principles of Political Economy: With Some of Their Applications to Social Philosophy (1848).
[13] See S Gordon Redding, The Spirit of Chinese Capitalism (1993).
[14] See Simon Ho and Xu Hai-Gen, ‘Corporate Governance in the PRC’ in Low Chee Keong (ed), Corporate Governance — An Asia-Pacific Critique (2002) 268.
[15] Lawrence S Liu, ‘A Perspective on Corporate Governance in Taiwan’ [2001] Asian Business Law Review, No 31, 22; Lawrence S Liu, ‘Corporate Governance Development in the Greater China: A Taiwan Perspective’ (Paper presented at the Conference on Developing Corporate Governance in Greater China, University of Hong Kong, 2–3 November 2001); Lawrence S Liu, ‘Chinese Characteristics Compared: A Legal and Policy Perspective of Corporate Finance and Governance in Taiwan and China’ (2001) 4 Corporate Governance International Issues 3, 3–4; Lawrence S Liu, ‘Global Markets and Local Institutions: Corporate Law System and Financial Reform Debates in Taiwan’ (2001) (unpublished, copy on file with author); Lawrence S Liu, ‘Simulating Securities Class Actions: The Case of Taiwan’ (2000) (unpublished, copy on file with author).
[16] Edmund Terence Gomez and Hsin-Huang Michael Hsiao (eds), Chinese Business in South East Asia: Contesting Cultural Explanations, Researching Entrepreneurship (2001).
[17] Ibid.
[18] See Stijn Claessens, Simeon Djankov and Larry H P Lang, ‘The Separation of Ownership and Control in East Asian Corporations’ (2000) 58 Journal of Financial Economics 81.
[19] Katharina Pistor and Philip Wellons, The Role of Law and Legal Institutions in Asian Economic Development: 1960–95 (1999).
[20] See Yuwa Wei, Comparative Corporate Governance: A Chinese Perspective (PhD Thesis, Bond University, 2002) pts II, IV. Dr Wei’s work represents a substantial contribution to our knowledge of the PRC system and I have learned much from our dialogue during the course of the supervision of her thesis. See also Ho and Xu, above n 14.
[21] The following section is based on John H Farrar, ‘Developing Appropriate Corporate Governance in China’ (2001) 22 Company Lawyer 92.
[22] David Faure, ‘Company Law and the Emergence of the Modern Firm’ in Rajeswary Ampalavanar Brown (ed), Chinese Business Enterprise (1996) vol IV, 263.
[23] Ibid 264. Faure’s explanation of the history of gongsi differs from that of Chinese scholars in that he refers to 19th century usage in Guangzhou.
[24] See generally William C Kirby, ‘China Unincorporated: Company Law and Business Enterprise in Twentieth Century China’ in Rajeswary Ampalavanar Brown (ed), Chinese Business Enterprise (1996) vol IV, 297. Much of the following discussion draws on this chapter.
[25] Issued by the Ministry of Commerce (Shangbu), 21 January 1904.
[26] The Company Law of 1929 (as amended in 1946) continues in force in Taiwan with minor amendments. The economic boom in Taiwan has to some extent been a history of successful small business evading the restrictions of the 1946 law: see below Part III(B).
[27] See On Kit Tam, The Development of Corporate Governance in China (1999); Farrar, ‘Developing Appropriate Corporate Governance’, above n 21; Wei, Comparative Corporate Governance, above n 20; Yuwa Wei, ‘A Chinese Perspective on Corporate Governance’ (1998) 10 Bond University Law Review 363; Harry G Broadman (ed), Meeting the Challenge of Chinese Enterprise Reform (1995); Policy Options for Reform of Chinese State-Owned Enterprises, World Bank Discussion Paper WDP335 (1996); China’s Management of Enterprise Assets: The State as a Shareholder, World Bank Economic Report No 16265 (1997); Nicholas R Lardy, China’s Unfinished Economic Revolution (1998); World Bank, China: Weathering the Storm and Learning the Lessons, Country Economic Memorandum (1999); Xinqiang Sun, ‘Reform of China’s State-Owned Enterprises: A Legal Perspective’ (1999) 31 St Mary’s Law Journal 19; Harry G Broadman, ‘China’s Membership in the WTO and Enterprise Reform: The Challenges for Accession and Beyond’ (2000), <http://papers.ssrn.com/sol3/papers.cfm?abstract_id =223010> at 20 August 2002.
[28] Broadman, ‘China’s Membership in the WTO’, above n 27, 1.
[29] See Yuwa Wei, Investing in China: The Law and Practice of Joint Ventures (2000) ch 1.
[30] Broadman, ‘China’s Membership in the WTO’, above n 27, 2.
[31] For an interesting early study see Willy Kraus, Private Business in China: Revival Between Ideology and Pragmatism (Eric Holz trans, 1991 ed) 102 ff; James M Ethridge, China’s Unfinished Revolution (1990) 146–8.
[32] Broadman, ‘China’s Membership in the WTO’, above n 27, 3.
[33] See Ho and Xu above n 14, 273. For the practical difficulties facing private enterprise, see Joe Studwell, The China Dream (2002) 228–31. These include registered capital requirements that are among the highest in the world. Studwell cites a survey of start-up bureaucracy by Harvard University that ranked the PRC 51st for delay and 43rd for cost, out of 75 developing nations in 2000. There are many permits needed.
[34] Amendments to the Constitution of the People’s Republic Of China, adopted at the Second Session of the Ninth National People’s Congress on 15 March 1999.
[35] Company Law of the People’s Republic of China, adopted at the Fifth Meeting of the Standing Committee of the Eighth National People’s Congress on 29 December 1993 (entered into force 1 July 1994). See Guiguo G Wang and Roman Tomasic, China’s Company Law: An Annotation (1994).
[36] See Wei, Investing in China, above n 29.
[37] Similar to those in the Corporations Act 2001 (Cth) s 1324.
[38] Law of the People’s Republic of China on Civil Procedure, adopted at the Fourth Session of the Seventh National People’s Congress on 9 April 1991 (entered into force 9 April 1991).
[39] See generally Wei, Investing in China, above n 29.
[40] See Broadman, ‘China’s Membership in the WTO’, above n 27.
[41] Securities Law of the People’s Republic of China, adopted at the Sixth Meeting of the Standing Committee of the Ninth National People’s Congress on 29 December 1998 (entered into force 1 July 1999).
[42] For a somewhat optimistic view, see Carl E Walter and Fraser J T Howie, ‘To Get Rich is Glorious!’ China’s Stock Markets in the ‘80s and ‘90s (2001). See President Jiang Zemin’s speech in praise of the separation of ownership and control and the argument that socialism can also utilise it, reproduced in Jiang Zemin, On the ‘Three Represents’ (2001) 195.
[43] For an interesting recent study, see Weiying Zhang, ‘China’s SOE Reform: A Corporate Governance Perspective’ (2001) (unpublished, copy on file with author). Cf Jiang Zemin, ‘Issues to be Correctly Handled in Current Economic Work’ in Jiang Zemin, On the ‘Three Represents’ (2001) 105.
[44] See above n 27.
[45] CSRC, Guidelines for Introducing Independent Directors to the Board of Directors of Listed Companies (2002).
[46] CSRC, Code of Corporate Governance for Listed Companies (2002).
[47] See generally A P L Liu, ‘The Political Basis of the Economic and Social Development in the Republic of China 1949–80’ (Occasional Papers in Contemporary Asian Studies No 1, University of Maryland, 1985); Chi-Nien Chung, ‘Markets, Culture and Institutions: The Emergence of Large Business Groups in Taiwan: 1950s–1970s’ (2001) 38 Journal of Management Studies 719; Liu, above n 15. Much of the coverage of Taiwan in this article is based on the work of Lawrence Liu.
[48] Liu, ‘Chinese Characteristics Compared’, above n 15, 11.
[49] Ibid. See also Michael I Nikkel, ‘“Chinese Characteristics” in Corporate Clothing: Questions of Fiduciary Duty in China’s Company Law’ (1995) 80 Minnesota Law Review 503.
[50] Company Law, promulgated on 26 December 1929 (entered into force 1 July 1931), amended on 12 April 1946, 19 July 1966, 25 March 1968, 11 September 1969, 4 September 1970, 9 May 1980, 7 December 1989, 10 November 1990, 25 June 1997, 15 November 2000, 12 November 2001.
[51] Liu, ‘Global Markets and Local Institutions’, above n 15.
[52] See Peter Nolan, China and the Global Economy (2001) 11.
[53] Ibid 12.
[54] Ibid 11–13.
[55] Ibid.
[56] Liu, ‘Global Markets and Local Institutions’, above n 15.
[57] Financial Holding Company Law of Taiwan, promulgated on 9 July 2001 (entered into force 1 November 2001).
[58] Liu, ‘A Perspective on Corporate Governance in Taiwan’, above n 15, 2.
[59] Ibid 3.
[60] Liu, ‘Chinese Characteristics Compared’, above n 15, 6.
[61] Liu, ‘A Perspective on Corporate Governance in Taiwan’, above n 15, 4, 10.
[62] Arts 23, 199. See also Chi-Hsien Lee, ‘Corporate Governance in Taiwan: Recent Developments in Governmental Policy — A View from Government’ (Paper presented at the Conference on Developing Corporate Governance in Greater China, University of Hong Kong, 2–3 November 2001) 16 ff.
[63] Art 167.
[64] See Council for Economic Planning and Development (‘CEPD’), Corporate Law Study of 1999–2000 (2000). The research was conducted by Lee and Li (a leading law firm in Taiwan) and the Asia Foundation in Taiwan. Professor Lawrence Liu, a distinguished corporate lawyer and partner in the firm, led the research team and has been prominent in the formulation of reforms.
[65] Liu, ‘A Perspective on Corporate Governance in Taiwan’, above n 15, 4.
[66] Ibid 5.
[67] Ibid.
[68] CEPD, above n 63.
[69] See Liu, ‘Global Markets and Local Institutions’, above n 15, for a detailed discussion.
[70] See Liu, ‘A Perspective on Corporate Governance in Taiwan’, above n 15, 11.
[71] Ibid 16. See Liu, ‘Simulating Securities Class Actions’, above n 15, 6.
[72] See the nine examples provided by Liu, ‘A Perspective on Corporate Governance in Taiwan’, above n 15.
[73] Ibid 11; Liu, ‘Simulating Securities Class Actions’, above n 15.
[74] Liu, ‘A Perspective on Corporate Governance in Taiwan’, above n 15, 21.
[75] The following is based on John H Farrar, ‘A Critical Analysis of the Standing Committee’s Corporate Governance Proposals’ (Speech delivered at the Hong Kong Securities and Futures Commission, Hong Kong, 12 November 2001). See generally Chris Patten, East and West (1999); Robert Fell, Crisis and Change: The Maturing of Hong Kong’s Financial Markets (1992).
[76] P Lawton, ‘Directors’ Remuneration, Benefits and Extractions: An Analysis of their Uses, Abuses and Controls in the Corporate Governance Context of Hong Kong’ (1995) 4 Australian Journal of Corporate Law 430, 434–6.
[77] Peter Wesley-Smith, The Sources of Hong Kong Law (1994) 85–201.
[78] Philip Smart, Kevin Lynch and A Tam, Hong Kong Company Law, Cases, Materials and Comments (1997) 9 ff.
[79] Ibid 10–11.
[80] See E L G Tyler, ‘Background to Hong Kong’s Companies Legislation and the Review’ (1995) (unpublished, copy on file with author); Philip Smart, ‘Companies Legislation in Hong Kong: Present and Future’ (1997) 18 Company Lawyer 34.
[81] See Betty May-foon Ho, Public Companies and their Equity Securities: Principles of Regulation Under Hong Kong Law (1998) 1A pt III; Hong Kong Standing Committee on Company Law Reform (‘SCCLR’), Corporate Governance Review by the Standing Committee on Company Law Review (200 1).
[82] See Smart, Lynch and Tam, above n 78, 15; J Mark Mobius, ‘Corporate Governance in Hong Kong’ in Low Chee Keong (ed), Corporate Governance — An Asia-Pacific Critique (2002) 204–5.
[83] See Fell, above n 75; Mobius, above n 82, 204–5.
[84] SCCLR, above n 81.
[85] Ibid.
[86] Ibid 4.
[87] Ibid 3.
[88] Ibid 5.
[89] The long title to the Companies Act 1993 (NZ) states that it is an Act to reform the law relating to companies, and, in particular:
- (a) To reaffirm the value of the company as a means of achieving economic and
social benefits through the aggregation of capital for
productive purposes, the
spreading of economic risk, and the taking of business risks;
(b) To provide basic and adaptable requirements for the incorporation, organisation, and operation of companies;
(c) To define the relationship between companies and their directors, shareholders and creditors;
(d) To encourage efficient and responsible management of companies by allowing directors a wide discretion in matters of business judgment while at the same time providing protection for shareholders and creditors against the abuse of management power; and
(e) To provide straightforward and fair procedures for realising and distributing the assets of insolvent companies.
[90] See Robert Baxt, Keith Fletcher and Saul Fridman, Afterman and Baxt’s Cases and Materials on Corporations and Associations (8th ed, 1999) 173 ff. The Australian Corporate Law Economic Reform Program (‘CLERP’) is well-intentioned and pursues fundamental economic principles such as market freedom, investor protection, information transparency, cost effectiveness, regulatory neutrality and flexibility and business ethics and compliance. Whilst the Australian policy is sound, its implementation is problematic, lacking a coherent modus operandi. It is based on a plethora of piecemeal reforms and an overly technical drafting style: see Farrar, Corporate Governance, above n 2.
[91] See The Company Law Steering Group, Modern Company Law for a Competitive Economy, Final Report URN 01/942 and URN 01/943 (2001), and the earlier reports referred to therein.
[92] SCCLR, above n 81, 15–16. Restatement in statutory form has taken place in Canada and New Zealand although there is a lack of clarity about the relationship with the case law. Australia has retained the case law but has statutory duties which replicate them substantially but for a different purpose, namely civil and criminal penalties. The relationship is, however, made clear in the legislation: Corporations Act 2001 (Cth) s 185.
[93] Ibid.
[94] Ibid 16.
[95] Corporations Act 2001 (Cth) ss 19 1–5.
[96] Companies Act 1993 (NZ) ss 139–1 42.
[97] See generally, Farrar, Corporate Governance, above n 2, ch 12.
[98] See SCCLR, above n 81, 18.
[99] Ibid.
[100] Ibid 40 ff.
[101] Ibid ch 3.
[102] Ibid 50 ff.
[103] Ibid 70.
[104] Ibid 74.
[105] Ibid ch 4.
[106] Hong Kong Exchanges and Clearing Ltd, Proposed Amendments to the Listing Rules Relating to Corporate Governance Issues (2002), <http://www.hkex.com.hk/library/listpaper/Corporate%20governance%20issues.pdf> at 26 July 2002.
[107] Companies (Amendment) Bill (2002).
[108] See Smart, Lynch and Tam, above n 78, for a discussion of the old law.
[109] See above nn 89–9 1 and accompanying text.
[110] See Michael J Enright, Edith E Scott and David Dodwell, The Hong Kong Advantage (1997) 264–7.
[111] See Gary Hamilton (ed), Cosmopolitan Capitalists: Hong Kong and the Chinese Diaspora at the End of the 20th Century (1999).
[112] ‘In Praise of Rules’, above n 4.
[113] Barry Naughton, ‘Between China and the World: Hong Kong’s Economy Before and After 1997’ in Gary Hamilton (ed), Cosmopolitan Capitalists: Hong Kong and the Chinese Diaspora at the End of the 20th Century (1999) 80, 80–1.
[114] Ibid 85 ff.
[115] Ibid 89.
[116] It allowed considerable freedom and flexibility. For a contrary view (unsupported by evidence) see Enright, Scott and Dodwell, above n 110, 216–7. This no doubt reflects the US background of two of the authors.
[117] Henry G Manne, ‘Our Two Corporation Systems: Law and Economics’ (1967) 53 Virginia Law Review 259.
[118] See Austin Coates, Macao and the British, 163 7–1842: Prelude to Hong Kong (1988); Jonathan Porter, Macau, The Imaginary City: Culture and Society, 1557 to the Present (1996).
[119] See Richard Thomas (ed), Company Law in Europe (2002) Division L.
[120] See East Asia Analytical Unit, Department of Foreign Affairs and Trade, Overseas Chinese Business Networks in Asia (1995).
[121] These were adopted by all Australian States and Territories between 1961 and 1962: Companies Act 1961 (NSW); Companies Act 1961 (Vic); Companies Act 1961 (Qld); Companies Ordinance 1962 (ACT); Companies Act 1961 (WA); Companies Act 1962 (Tas); Companies Act 1962 (SA); Companies Ordinance 1963 (NT).
[122] See Kala Anandarajah, Corporate Governance — A Practical Approach (2001).
[123] See John H Farrar, ‘Corporate Governance or Social Governance — Which Way Forward?’ (Speech delivered at the Malaysian Institute of Corporate Governance Lecture, Kuala Lumpur, 16 April 2001).
[124] See Edmund Terence Gomez and Kwame Sundaram Jomo, Malaysia’s Political Economy — Politics, Patronage and Profits (2nd ed, 1999).
[125] See Malaysian Institute of Corporate Governance, Malaysian Code of Corporate Governance (2001); Dato Megat Mijmuddin Khas, Low Chee Keong and Kala Ananderajah, ‘Corporate Governance in Malaysia’ in Low Chee Keong (ed), Corporate Governance — An Asia-Pacific Critique (2002) 225; Aiman Nariman Mohd Sulaiman, Directors’ Duties and Corporate Governance (2001).
[126] See Stephen C Radelet and Wing Thye Woo, ‘Indonesia: A Troubled Beginning’ in Wing Thye Woo, J D Sachs and K Schwab (eds), The Asian Financial Crisis: Lessons for a Resilient Asia (2000) ch 8.
[127] See Frank Flatters, ‘Thailand and the Crisis: Roots, Recovery and Long Run’ in Wing Thye Woo, J D Sachs and K Schwab (eds), The Asian Financial Crisis: Lessons for a Resilient Asia (2000) ch 12.
[128] See also Radelet and Woo, above n 126.
[129] See Adam Schwartz, A Nation in Waiting: Indonesia’s Search for Stability (2nd ed, 1999) 316–9, 519; Tim Lindsey and Howard Dick (eds), Corruption in Asia: Rethinking the Governance Paradigm (2002) chh 5–6; Flatters, above n 127.
[130] See also Schwartz, above n 129.
[131] See East Asia Analytical Unit, above n 120, ch 8. See also Cally Jordan, ‘Family Resemblances: The Family Controlled Company in Asia and its Implications for Law Reform’ (1997) 8 Australian Journal of Corporate Law 89.
[132] See Backman, above n 3.
[133] See Yuwa Wei, ‘Developing a Common Model of Corporate Governance for Greater China’ (Paper presented at the Conference on Developing Corporate Governance in Greater China, University of Hong Kong, 2–3 November 2001) 22.
[134] See John H Farrar, ‘The New Financial Architecture and Effective Corporate Governance’ (1999) 33 The International Lawyer 927; John C Coffee Jr, ‘The Future as History: Prospects for Global Convergence in Corporate Governance and its Implications’ (1999) 93 Northwestern University Law Review 641; L A Cunningham, ‘Commonalities and Prescriptions in the Vertical Dimension of Global Corporate Governance’ (1999) 84 Cornell Law Review 1133.
[135] Rafael La Porta, Florencio López-de-Silanes, Andrei Scheifer, ‘Corporate Ownership Around the World’ (Working Paper 6625, National Bureau of Economic Research, 1998).
[136] See Redding, above n 13. See also Claessens, Djankov and Lang, above n 18.
[137] See Jiang Zemin, above n 42.
[138] See Kraus, above n 31.
[139] See Supachai Panitchpakdi and Mark L Clifford, China and the WTO (2002). See also Yang Jen, Managing Non-Participation: Taiwan as an International Trader (2001) for a historic background.
[140] See Yang Jen, above n 139, 278 ff.
[141] Ibid 140. The extent of the corruption was recognised by President Jiang Zemin, ‘Promote the Development of the Party’s Work Style, the Building of a Clean Government, and the Fight Against Corruption’ in Jiang Zemin, On the ‘Three Represents’ (2001) 118.
[142] Ibid 147.
[143] See, eg, Gomez and Hsin-Huang Hsiao (eds), above n 16, 36–7.
[144] Based on the author’s experiences visiting Peking University; University of International Business and Economics; Soochow University, Suzhou and Taipei; and the University of Hong Kong since 1998, and supervising Chinese postgraduate students in Australia. See the citations to various Chinese materials in Wei, Comparative Corporate Governance, above n 20; Lu, above n 2.
[145] See Francis Fukuyama, The End of History and the Last Man (1992).
[146] Holger Hansmann and Reinier Kraakman, ‘The End of History for Corporate Law’ (2001) 89 Georgetown Law Journal 439. Cf Douglas M Branson, ‘The Uncertain Prospect of Global Convergence in Corporate Governance’ in Low Chee Keong (ed), Corporate Governance — An Asia-Pacific Critique (2002) ch 15.
[147] Cf Robert Heilbroner, Twenty-First Century Capitalism (1993) 113; Charles Hampden-Turner and Fons Trompenaars, The Seven Cultures of Capitalism (1993).
[148] Cf Barry Clark, Political Economy — A Comparative Approach (2nd ed, 1998) 318 which analyses the interaction of market, government and community. This is not an argument for communitarianism as such, but more one for a system of corporate governance which includes an ethic of social responsibility. As Confucius said, ‘wealth and rank attained through immoral means have as much to do with me as passing clouds’: Confucius Kongfuzi, The Analects (1979) VIII, 16. Francis Fukuyama has argued ‘the reduction of trust in a society will require a more intrusive, rule-making government to regulate social relations’: Francis Fukuyama, Trust: The Social Virtues and the Creation of Prosperity (1995) 36. President Jiang Zemin refers to the necessity for the private sector to stand behind party policies, obey the law, be considerate of the workers and guarantee their rights and make due contributions to the state and society: Jiang Zemin, ‘Issues to be Correctly Handled’, above n 43.