Directors’ and officers’ duties and liabilities – a comparison

Caroline Berube is the Managing Partner of HJM Asia Law (with offices in China and Singapore). She is admitted to the New York Bar, the Singapore Bar, holds a BCL (civil law) and an LL.B. (common law) from McGill University in Montreal and studied Chinese law at the National University of Singapore. Caroline has been working in Asia for more than 27 years with SMEs, MNCs and foreign banks, advising them in the field of commercial law, intellectual property, human resources and M&A in the Asia Pacific region. With an extensive presence on the ground in Asia for 27 years. Caroline is well versed in the opportunities and risks associated with most Asian jurisdictions.

Nancy qualified as a Chinese lawyer in 2000. Prior to joining Dentons Shanghai, Nancy worked as an in-house counsel of an HKSE listed company and one of Australia's top law firm's Shanghai office. She specializes in cross border mergers and acquisitions, joint ventures, setting up new businesses, carbon trade and climate change, ESG, labour relation and corporate governance, etc. In addition, Nancy has a deep knowledge of Energy and Nature resource in connection with plenty of project experience, as the Head of Dentons China Energy Practice & Sector. The representative clients and projects for which Nancy and her team have provided service include BASF, Air Liquide, Shell, Total, Shandong Energy Group Co., Ltd., Sinopec, China Coal, AUX Group, EGA, COFCO Group, and many other companies. Nancy's strength is in negotiating and implementing client-driven solutions to complex legal problems. Her approach is to gain a full understanding of the client's legal and business objectives and provide value-added advice to achieve the desired outcome. Her premium services have gained wide compliments by clients. Nancy and the projects she worked on won the following awards  Chambers Global Guide 2025- Energy & Natural Resources: Leading Lawyers  Chambers and Partners—Energy & Natural Resources Leading Lawyer 2025、2024、2023、2022、2021、2020、2017、2015 Asia-Pacific and Worldwide  Chambers and Partners—Corporate & Commercial lawyer2021、2020、2019、2018 Asia-Pacific Guide  The Legal 500 - 2025 Corporate and M&A Lawyer, Project and Energy Lawyer – China  Lexology Index – Energy Recommended Lawyer in 2024 Mainland China, Hong Kong SAR and Macao SAR  Legal Vision - 2024 Brand Stars in Energy, Environment & Natural Resources: Leading Lawyers  Asialaw Profiles – 2024 Notable Practitioner  LEGALBAND – 2024 China Top 15 Lawyers Going Global  IFLR1000 – 2024 Notable Practitioner  Asian Legal Business - Shortlisted for the Energy & Resources Deal of the Year 2024: East China  Asialaw - Shortlisted for the China Female Lawyer of the Year 2024  Legal Band 2023 Client Choice – Top 15 M&A Lawyers  Asialaw Profiles - 2023 Leading Energy Lawyer  Asia Legal Business - Energy & Resources Deal of the 2022 Year: East China  IFLR1000 - Women leaders 2022, 2023 ,2024 for the most prominent women lawyers across the world  The Legal 500—Corporate and M&A lawyer 2019, 2020, 2021, 2022,2023 Asia-Pacific  The Legal 500—Real Estate and Construction lawyer 2021, 2022,2023 Asia-Pacific  The Legal 500—Energy and Natural Resources lawyer 2019, 2022, 2023 Asia-Pacific  Best Lawyer—2020 named Lawyer in PRC Corporate law  Asia Legal Business—Top Chinese Female Lawyers 2016  Financial Times—Shortlisted for the Company Law Innovative Deal of the Year 2015  China Business Law Journal—The Deal of the Year 2015  China Law and Practice—Energy Resources Deal of the Year 2013

Matthew is the Managing Partner of McCarthy Tetrault’s New York office, Co-Head of its National Private Equity Group and a Partner in its M&A and Securities Group. He has led a broad range of transactions, including public and private mergers and acquisitions, strategic alliances and joint ventures, co-investments, financings, reorganizations and other private equity and securities-related dealings. Matthew also regularly advises boards of directors and special committees on corporate governance matters. Matthew is recognized by Chambers Global for his expertise in Private Equity in Canada – he is the only U.S.-based lawyer to receive such a ranking. Matthew is recognized in The Canadian Legal Lexpert Directory as a leading lawyer in the areas of corporate finance and securities, corporate mid-market, corporate commercial law, private equity and M&A. In 2014, he was selected by Lexpert as one of the Rising Stars – Leading Lawyers under 40.

Francis leads the legal team at Moment Factory, where he navigates the intricate legal landscape of a creative and a technology-driven company. With a background in IP, Art and Corporate law, Francis works to protect the Studio's groundbreaking creations, from large-scale public installations to immersive concert experiences.He is passionate about finding innovative legal solutions that support Moment Factory's mission of connecting people through collective experiences

Shawn Cao is a partner at JunHe LLP located in their Shanghai office in China. Shawn represented both industrial players and financial investors in many M&A, investment and divestment transactions, covering various industrial sectors such as energy and infrastructure, real estate, manufacturing, information technology, consumer markets, financial services, among others. He also provides general corporate services for various foreign-invested and domestic enterprises, including advising on their daily commercial transactions, regulatory and internal compliance, among others. Shawn lectured at a top-ranking law school in China on PE/VC investment practice. Shawn received his undergraduate degree (LL.B.) from East China University of Political Science and Law (2009) and his LL.M. (magna cum laude) from Fordham University School of Law (2013).