Mergers and Acquisitions

Overview

Our Mergers & Acquisitions practice has been internationally recognized as a leading Hong Kong practice by independent editorial publications including the International Financial Law Review 1000 (ILFR1000) and Asialaw Profiles.

We provide high-impact advice to clients on complex and high-value M&A transactions, including the sale and purchase of shares, statutory amalgamations, mergers and reconstructions by schemes of arrangement, business acquisitions including transfers of assets and liabilities and the formation of joint ventures.

Our corporate lawyers act for a wide range of purchasers, sellers, lenders, secured creditors, shareholders and counterparties, including private equity, hedge funds and listed companies.

Our corporate team assists clients on acquisition and divestiture strategy. We guide clients throughout the merger and acquisition process and ensure that every step of the deal conforms to client’s business objectives and risk profile, helping to minimize commercial risks and adverse tax implications, all the while working to bring each transaction to a successful close.

Our work includes advising on the following:

• M&A advisory, deal negotiation & completion, including deal structure, pricing and completion mechanisms, conditions precedent, representations and warranties, indemnification and limitations of liability, legal due diligence, negotiation and preparation of terms sheets, sale and purchase agreements, disclosure letters and other transactional documentation and post-merger integration

• Compliance with regulatory requirements, including requirements under the Code on Takeovers and Mergers (“Takeovers Code”), as well as regulatory reporting and announcement requirements for notifiable transactions (including share transactions, disclosable transactions, major transactions, very substantial disposals, very substantial acquisitions and a reverse takeovers) and connected transactions under Chapter 14 and 14A of the Listing Rules of the Stock Exchange of Hong Kong (“SEHK Listing Rules”)

• Business acquisitions & mergers, including statutory amalgamations and schemes of arrangement for the reconstruction or amalgamation of Hong Kong companies under the Companies Ordinance (“CO”), assignments and novation of contracts, transfers of assets and issues regarding the assumption of liabilities arising from a transfer of business under the Transfer of Businesses (Protection of Creditors) Ordinance (“TBPCO”)

• Joint ventures (“JV”), including joint venture structures, asset injections, exits and dispute resolution, corporate governance structures, protection of shareholders’ rights, and negotiation and preparation of shareholder agreements, articles of association and other JV documentation to protect client assets, minimize tax liabilities, comply with regulatory obligations and ensure that client’s business objectives are met.

Our M&A practice has particular expertise in mergers and acquisitions involving financial institutions M&A, including Securities and Futures Commission (“SFC”) licensed corporations and insurers and insurance brokers regulated by the Insurance Authority (“IA”).