Private Equity

Overview

Our Private Equity practice has been recognized internationally by the International Financial Law Review 1000 (IFLR1000) and the Legal 500 as a market leading practice together with our Mergers and Acquisitions practice. We have been advising private equity funds and their sponsors on Hong Kong regulatory requirements for over 15 years. Our clients have ranged from start-ups to established private equity firms with over US$60 billion of assets under management.

Our work includes advising on the following:

• Private equity fund formation, including helping private equity firms and sponsors, or general partners (“GPs”), in Hong Kong on the selection of jurisdiction and type of fund vehicle, whether a Cayman limited partnership, a Hong Kong limited partnership fund structure or otherwise, and advising on the establishment of investment operations in Hong Kong, the raising of capital, the deployment of capital, ongoing portfolio management and exit strategies

• Onboarding of private equity investors, including assisting both private equity sponsors and limited partner (“LP”) investors, the former in preparing limited partnership agreements (“LPAs”), subscription agreements, private placement memoranda (“PPMs”) and other offering documents, and on the latter in the review of LPAs and PPMs, the negotiation of side letters and the conduct of due diligence ahead of any possible commitment to the private equity fund

• Taxation of private equity funds, including tax planning advice to minimize HK tax on the GP & LPs and upstream distributions, management fees and carried interest

• Private equity investments, including advising clients in respect of portfolio investments, pre-IPO structure as well as co-investments with LPs and helping sponsors negotiate deal structure and terms of investments and prepare transactional documents, including letters of intent (“LOIs”), sale and purchase agreements (“SPAs”), shareholder agreements ("SHAs"), convertible bond (“CB”) deeds and instruments, loan agreements, security documentation for the creation of fixed charges, floating charges, mortgages and other security interests, shareholder agreements, option agreements and key executive employment agreements