Corporate

Overview

Our corporate lawyers advise clients on a full range of Hong Kong and international business law issues covering corporate and commercial law, securities law, corporate finance and company law. We have market leading practices in M&A, hedge funds, private equity and retail unit trusts and mutual funds, all of which are internationally recognized by leading industry publications including the International Financial Law Review 1000 (IFLR1000), the Legal 500, Chambers & Partners and Asialaw Profiles.

Since our firm’s inception in 2004, we have been at the vanguard of major corporate transactions, advising on transactions the total value of which exceeds US$3.5bn. Our broad and international client base covers businesses of all types and sizes, from sole proprietorships to corporations, from private companies to public companies, listed companies on the Hong Kong stock exchange (“HKEx”) and Fortune Global 500 companies, and from private individuals, start-ups and growth enterprises to institutional clients. Our global reach extends to clients based in the United States, the United Kingdom, Europe and Asia.

Our work includes advising on the following:

  • Investment funds, including unit trusts and mutual funds, hedge funds, private equity and venture capital funds

  • Insolvency and restructuring, including corporate bankruptcy, compulsory and voluntary liquidation, debt and company restructuring, schemes of arrangement, provisional liquidation, receivership, contractual workouts and asset hive-offs

  • Mergers and acquisitions, including private acquisitions, sale and purchase agreements, asset purchase agreements and other business transfer documentation, joint venture (“JV”) agreements and shareholder agreements

  • Listed and public company matters, including compliance with the Stock Exchange of Hong Kong (“SEHK”) Listing Rules, the Codes on Takeovers and Mergers and Share Buy-backs (“Takeovers Code” and “Share Buy-backs Code”), and compliance with corporate disclosure requirements, insider dealing restrictions and market misconduct prohibitions under the Securities and Futures Ordinance (“SFO”)

  • Private company and closely held business matters, including setting up new companies, partnerships and other businesses and the provision of company secretarial services

  • Corporate finance, including equity and debt financing, share subscriptions and bond subscriptions, private placements of securities, bilateral and syndicated loans and the taking and enforcement of security

  • Corporate governance, including board appointments and resignations, directors’ duties including duties of care and fiduciary duties, board meetings and shareholder meetings, shareholders’ rights and unfair prejudice actions, and general compliance with the Companies Ordinance (“CO”) including capital reduction requirements and restrictions on the provision of financial assistance for the acquisition of shares

  • Hong Kong and cross-border investments and transactions

  • Employment law matters, including employment agreements, executive service agreements, remuneration and benefits such as share option schemes, bonus arrangements and other incentive programmes, retention packages, termination of employment and enforcement of non-solicitation and other restrictive covenants and non-disclosure and other confidentiality provisions

  • Contract law matters, including supply and distribution agreements, intellectual property licensing agreements and other general commercial contracts

With highly skilled corporate lawyers possessing years of experience in Hong Kong, we combine strong technical capabilities with a deep understanding of the Hong Kong and international business environment to provide sophisticated advice, strategic insights and pragmatic solutions to meet client commercial needs.

Awards

IFLR 1000

Mergers and Acquisitions

Leading Practice

2021

IFLR 1000

Mergers and Acquisitions

"Positively Ranked"

2018

IFLR 1000

Private Equity

Leading Practice

2021

IFLR 1000

Private Equity

"Positively Ranked"

2018

Asialaw Profiles

Mergers and Acquisitions

Leading Practice

2017

The Lawyer Network

Corporate

Law Firm of the Year in Hong Kong

2022

Asialaw Profiles

Mergers and Acquisitions

"Recommended"

2018

Asialaw Profiles

Corporate

Leading Practice

2017

Asialaw Profiles

Corporate

"Recommended"

2018

Asialaw Profiles

Private Equity

Leading Practice

2016

Who's Who Legal

Private Funds

One of the World’s Leading Practitioners

2019

 

Experience

Restructuring of Hedge Fund

Lead counsel in connection with the restructuring of a hedge fund following the insolvency of its prime broker during the Global Financial Crisis.

Litigation Against a Prime Broker by a Hedge Fund

Lead counsel to a hedge fund against its prime broker following the insolvency of the prime broker’s corporate group during the Global Financial Crisis.

EUR7 Million Cross-Border Asset Sale and Purchase

Lead counsel to a global technology company in connection with its sale by asset transfer of international business operations.

Spin-off of Global Commodities Business

Hong Kong counsel to a Fortune Global 200 financial institution in respect of the US$430 million spin-off of its global commodities brokerage and derivatives business.

Sale of HK Life Insurer and FinTech ListCo Investment

Hong Kong counsel to a U.S. based insurer with over US$500 billion of assets under management in respect of the US$1.7 billion sale of an interest in its Hong Kong life insurance operations in exchange for an interest in Hong Kong listed fintech focused financial services provider.

Establishment of Hong Kong Operations by US Hedge Fund

Lead counsel to New York based hedge fund manager with over US$4 billion of assets under management on establishment of Hong Kong operations. Fund focused on volatility and convertible arbitrage and special situations. Addressed all corporate, tax, employment and regulatory issues.

US$102 Million Sale of Private Wealth Management Business

Hong Kong counsel to U.S. based Fortune Global 200 financial institution with a market capitalization of over US$35 billion in respect of US$102 million sale of its private wealth management business to a European based financial institution.

Tax Driven Corporate Restructuring for Fortune Global 500 Financial Institution

Hong Kong counsel to Fortune Global 200 financial institution in connection with a multi-step global corporate restructuring which triggered complex tax and regulatory issues.

US$60mn Capital Raise for China Focused Consumer Goods and Services Company

Lead counsel to private fund manager with over US$700 million of assets under management in connection with a US$60 million venture capital investment into a consumer goods and services company.

US$240mn Debt Restructuring and Exit of Portfolio Investment

Lead counsel to bank in connection with the restructuring of a distressed US$240 million investment into a Hong Kong based joint venture and the sale of its interest in that joint venture.

Investment and Private Equity Real Estate Joint Venture

Co-counsel to US private funds manager on an investment into a Hong Kong private equity real estate fund manager with US$450 million of assets under management.

Insights

M&A in Hong Kong: Earnouts

We explore how to structure earnouts for buyers and sellers in M&A and the use of performance metrics, earnout milestones & protection...

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M&A in Hong Kong: Due Diligence

We look at how M&A due diligence and M&A reps and warranties work in tandem in business acquisitions to meet the purchaser’s expectations.

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M&A in Hong Kong: Letters of Intent

The first of a multi-part series on Hong Kong mergers & acquisitions law. This part provides an overview of M&A including letters of intent.

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