Leveraging more than twenty years of experience serving clients in the financial sector, our firm has carved out a strong standing as a preferred organisation for banks, including authorized institutions and local representative offices under the Banking Ordinance, and stored value facility operators under the Payment Systems and Stored Value Facilities Ordinance.
We have been internationally recognized as a leading banking and finance practice by the International Financial Law Review 1000 (IFLR1000). Our lawyers have acted for a wide range of clients in the banking industry, including corporate banks, merchant banks, investment banks and private banks.
We work closely with our clients in the banking sector and offer advice in relation to every aspect of our clients’ business, from mergers & acquisitions, trading and dealing operations, lending activities, compliance with Hong Kong Monetary Authority ("HKMA") regulations as well as, where appropriate, regulations issued by the Securities and Futures Commission ("SFC"), the Insurance Authority ("IA") and the Mandatory Provident Fund Schemes Authority ("MPFSA"), disputes with clients, and employee investigations and other human resources related issues.
WHAT WE CAN DO FOR YOU
Timothy Loh LLP offers a deep background in finance and a strong graps of the technical intricacies of applicable laws and regulations, providing guidance across the board, including in respect of the following:
Regulatory Requirements
We advise on compliance with all relevant regulatory requirements including in respect of the following:
Banking Ordinance (“BO”) including the Supervisory Policy Manual and guidelines and circulars issued by the Hong Kong Monetary Authority (“HKMA”)
Securities and Futures Ordinance (“SFO”) including codes and guidelines issued by the Securities and Futures Commission (“SFC”)
Payment Systems and Stored Value Facilities Ordinance ("PSSVF")
Insurance Ordinance ("IO") including guidelines issued by the Insurance Authority ("IA")
Mandatory Provident Fund Schemes Ordinance ("MPFSO") including guidelines issued by the Mandatory Provident Fund Authority ("MPFA")
AML/CTF
We advise on the Anti-Money Laundering Ordinance ("AMLO") and the United Nations Sanctions Ordinance ("UNSO") as well as related protocols for to combat money laundering and counter terrorist financing (“AML/CTF”) and to comply with applicable economic sanctions, providing guidance on issues such as:
Account opening procedures as well as initial and ongoing customer due diligence (“CDD”) and Know-your-client (“KYC”) policies
Monitoring of account activities, identification of suspicious activities and reporting to the Joint Financial Intelligence Unit (“JFIU”)
Asset freezing obligations and the management of client relationships and disputes as a result
Provision of Credit
We represent banks and other lenders in the provision of credit, including in respect of the following:
Conducting borrower due diligence
Preparation and negotiation of bilateral and syndicated loan documentation, including the provision of legal opinions to support the provision of credit
Creation and perfection of security interests including fixed charges, floating charges, and mortgages, pledges, assignments by way of security and guarantees and indemnities as well as the registration of security interests with the Companies Registry and the Land Registry
We work towards pragmatic solutions to enable the deal to complete and to protect returns.
Management of Credit Portfolios
Where borrowers encounter financial difficulties, we are experienced at representing banks and other lenders in the enforcement of facility agreements and security and debt collection as well as in restructuring of debt. Our work includes:
Negotiated workouts, schemes of arrangement and receiver led hive-offs and spin-offs. We have experience with mergers & acquisitions in the context of distressed businesses, preparation of explanatory memoranda for schemes, the grouping of creditors into appropriate classes, and handling of applications to court for approval of schemes
Winding-up petitions, including debt restructuring proposals prior to the winding-up order
Capital Markets
We provide legal support for debt capital market (“DCM”) and equity capital market (“ECM”) activities including in respect of:
Issuer due diligence
Deal structuring
Preparation of deal documentation including underwriting and placement agreements, trust deeds and deed polls, note instruments, offering documents and subscription agreements
We have substantial experience that spans commercial deal issues as well as regulatory compliance issues.
Debt Collection
Our proficiency extends to the collection of debt and the enforcement of loan covenants and security interests, including the following:
Statutory demands and petitions for bankruptcy and winding-up. Our experience extends to disputes over winding-up jurisidction, including bona fide substantial disputes as to the debt, issues of jurisdiction and extra-territoriality and the application of arbitration clauses
Legal proceedings to enforce loan and security covenants
Appointment of receivers and advice and support in respect of receiver activities including termination of employment and the sale of assets
Regulatory Enforcement Action
We have extensive experience advising on regulatory enforcement action in connection with banking activities, including SFC investigations in respect of alleged sponsor failures
grounded regulatory
COMPLIANCE
Regulatory Requirements
We excel in ensuring that your bank remains compliant with all relevant regulatory requirements.
Our extensive knowledge covers regulatory requirements and obligations under the following:
Banking Ordinance (“BO”)
Securities and Futures Ordinance (“SFO”)
The Hong Kong Monetary Authority (“HKMA”) Supervisory Policy Manual as well as various codes, guidelines and circulars issued by the HKMA and the Securities and Futures Commission (“SFC”)
AML/CTF
With regards to anti-money laundering protocols, counter terrorist financing and economic sanctions (“AML/CTF”), we ensure that clients are always informed and secure through:
Account opening procedures
Customer due diligence (“CDD”)
Know-your-client (“KYC”) policies
Procedures for the purpose of compliance with AML/CTF requirements and economic sanctions under Hong Kong law and regulatory guidance
Advice on Joint Financial Intelligence Unit (“JFIU”) reporting
Asset freezing obligations under Hong Kong AML laws
We will help you navigate these legal landscapes with integrity and commitment to clarity.
creative financial
SOLUTIONS
Provision of Credit
We represent creditors in the provision of credit including in respect of the following:
Conducting borrower due diligence
Preparation and negotiation of bilateral and syndicated loan documentation, including
Provision of legal opinions to support the provision of credit
Creation and perfection of security interests including fixed charges, floating charges, and mortgages, pledges, assignments by way of security and guarantees and indemnities as well as the registration of security interests with the Companies Registry and the Land Registry
We work towards pragmatic solutions to enable the deal to complete and to protect returns on your investment
Debt Restructuring
We are experienced at representing creditors in the restructuring of debt, this includes:
Negotiated workouts
Schemes of arrangement
Receiver led hive-offs and spin-offs
Capital Markets
We provide legal support for debt capital market (“DCM”) and equity capital market (“ECM”) activities including in respect of:
Issuer due diligence
Deal structuring
Preparation of deal documentation including underwriting and placement agreements, trust deeds and deed polls, note instruments, offering documents and subscription agreements
We provide these services whilst maintaining a client-first approach.
pragmatic
DISPUTE RESOLUTION
Debt Collection
Our proficiency extends to the collection of debt, the enforcement of loan covenants and security interests, our services are as follows:
The preparation and service of statutory demands and petitions for bankruptcy and winding-up
Commencement of legal proceedings to enforce loan covenants
Regulatory Enforcement Action
We have extensive experience advising on regulatory enforcement action in connection with banking activities and including SFC investigations in respect of alleged sponsor failures.
Let us arrange an appointment with our award-winning lawyers for your case
Contact UsHOW WE OPERATE
Our pursuit of excellence anchors the firm’s sophisticated approach.
We blend steadfast professionalism with our relentless dedication, enabling us to provide exceptional legal services.
Our practices are encapsulated within these domains:
Capital Markets
Capital Markets
Whether you are looking at equity or debt capital markets, we provide corporate finance related legal support. This includes underwriting, placement and book building for share offerings, rights issues, as well as bond and convertible bond offerings. We always put your bank’s interests first.
Securities Services
Securities Services
Our legal support services encompass advice and representation in connection with securities trading and custody operations, investment advice and the provision of discretionary asset management services. We focus on delivering top-tier service with and clear communication.
Lending
Lending
From due diligence, to advising on deal structures, to preparing loan facility agreements and security documentation, we provide a seamless experience for your bank. We assist in creating, perfecting and enforcing security interests. We provide guidance in corporate insolvency and restructuring, including debt restructuring through schemes of arrangement and company voluntary arrangements, as well as corporate turnarounds.
Compliance
Compliance
We ensure ongoing compliance with regulatory requirements under the Banking Ordinance (“BO”), the Securities and Futures Ordinance (“SFO”), the Anti-Money Laundering and Counter-Terrorist Financing Ordinance and other related ordinances and provide clear guidance on the Hong Kong Monetary Authority (“HKMA”) Supervisory Policy Manual, as well as other codes and guidelines issued by the HKMA and the Securities and Futures Commission (“SFC”).
In Banks, our practice has been recognised by:
“Global Leader”
“Leading Practice”
“Highly Regarded Lawyer”
“Recommended Practice”
“Leading Lawyer”