Hong Kong is a world-renowned financial centre and a gateway to the Greater China region as well as emerging markets in South East Asia such as Vietnam, Thailand and Indonesia.
Our corporate practice offers a full spectrum of capability, with particular focus on capital raising and M&A. Since our firm’s inception in 2004, we have been at the vanguard of major M&A transactions, advising on transactions the total value of which exceeds US$3.5 billion.
We regularly advise clients on highly complex matters, offering a uniquely integrated approach to the technical corporate, tax and regulatory concerns that they face to deliver pragmatic solutions reflecting the commercial landscape they operate within.
We have particularly deep experience in strategic transactions involving financial institutions, including banks, brokerage firms, private fund sponsors and other asset managers, insurance companies and insurance intermediaries. Through our deep understanding of the public and private capital markets, we are well positioned to assist clients with the financing of their business activities and to guide them on investment opportunities.
Our client base includes Fortune Global 500 companies, listed companies, private equity backed enterprises, investment funds, start-ups and growth enterprises as well as private individuals.
The Securities and Futures Commission (“SFC”) and The Stock Exchange of Hong Kong Limited (“SEHK”) both shifted their enforcement strategies and priorities after the conclusion of their joint consultation in 2017 in relation to the regulation of listed companies. The SEHK has stepped up the number of investigations it conducts and the number of resulting sanctions has risen accordingly. At the same time, the SFC has adopted a more pro-active role in exercising its statutory powers to pre-empt corporate misfeasance.
Whilst the Companies Ordinance in Hong Kong provides that a scheme of arrangement may be carried out for the purpose of a debt restructuring, it makes no provision for a moratorium on creditor enforcement processes during the time in which the scheme is in progress. For a time, the courts filled this legislative lacuna by placing companies into provisional liquidation and empowering the provisional liquidators to pursue a corporate rescue with the benefit of the statutory moratorium on creditor enforcement processes that is triggered upon a provisional liquidation. However, a 2006 decision of the Court of Appeal casts doubt on the viability of this approach. These doubts have lingered since then though the courts have continued from time to time to tolerate provisional liquidations for restructuring purposes. The recent decision in Re China Solar goes some way to allaying these doubts.
The efforts of the Securities and Futures Commission to eliminate financial fraud perpetrated by Hong Kong listed companies and their directors is laudable. What is unclear is why they have chosen to focus almost exclusively on the sponsors who have brought these companies to the market. This unnatural preoccupation with the sponsors sends an unfortunate message that directors engaged in fraud have nothing to fear but the remote risk that they will be deprived of their ill-gotten gains and that auditors have little, if any, responsibility for assuring the public as to the financial position of these companies.