Financial Institutions M&A

Overview

In our Financial Institutions M&A practice, we advise buyers and sellers of regulated financial institutions, including stock brokerage firms, futures and derivative trading firms, hedge fund managers, private equity sponsors and other asset managers, wealth managers, private banks, insurance companies and insurance brokerage firms. We have acted both as lead counsel and, in global deals where New York or London based M&A law firms have sought specialist knowledge on Hong Kong subsidiaries involved in the transaction, as local Hong Kong counsel.

Our Financial Institutions M&A practice is a cross-disciplinary practice that is part of both our Financial Services Regulatory practice and Mergers and Acquisitions practice, both of which have been internationally recognized by independent editorial publications, including the International Financial Law Review 1000 (ILFR1000), the Legal 500, Chambers and Partners and Asialaw Profiles, as leading practices. Our lawyers have been consistently recognized as “leading”, “highly regarded”, “well regarded” and “market-leading” lawyers.

Our work includes advising on the following:

Acquisitions of SFC Regulated Securities Firms

Our market leading regulatory and corporate lawyers have particular experience in mergers and acquisitions involving firms regulated by the Securities and Futures Commission (“SFC”) (including SFC licensed corporations and SFC registered institutions) or firms with products authorized by the SFC. Our work includes advising on the following:

• change of control transactions, acquisitions of minority interests and joint ventures

• compliance with regulatory requirements arising under the Securities and Futures Ordinance (“SFO”), including substantial shareholder approvals, post-completion notifications of changes in shareholding structure, changes in business plans, changes in management personnel and changes in key personnel under the Code on Unit Trusts and Mutual Funds (“Mutual Fund Code”)

Acquisitions of Insurance Companies

Our regulatory and corporate lawyers are experienced in the mergers and acquisitions of insurance companies and insurance brokers regulated by the Insurance Authority (“IA”). Our work includes advising on the following:

• compliance with change of control requirements under the Insurance Ordinance (“IO”), including securing no-objections or consents from the IA and ensuring compliance with notification requirements

• compliance with regulatory obligations as a result of a change of controller under the Code on Investment Linked Assurance Schemes (“ILAS Code”) where an insurer offers investment linked assurance schemes (“ILAS”), or under the Mandatory Provident Fund Schemes Ordinance (“MPFSO”) where an insurer’s affiliate offers Mandatory Provident Fund schemes regulated by the Mandatory Provident Fund Schemes Authority (“MPFA”)