Hong Kong office

Debt financing 

We advise on various types of debt financing, ranging from acquisition financing to property development financing. These include bilateral loan transactions, club or syndicated facilities and placement of private and listed bonds (including plain vanilla bonds, high yield bonds, and convertible bonds). We also advise clients on secondary debt trading, loan participation and bond transfers as well as debt restructuring.

We actively serve the investment bank or asset management divisions of large Chinese State-owned banks, global financial institutions, and listed companies, in every step of their complex and diverse range of debt financing. Our service includes structuring and negotiating the transaction, preparing and reviewing transaction documents, preparing information memoranda, preparing due diligence reports and responding to due diligence enquiries.

Our team works closely with our corporate lawyers to support their M&A transactions and pre-IPO debt or equity financings. Our in-depth understanding of the Hong Kong Listing Rules and the Hong Kong Stock Exchange’s acceptable pre-IPO investment practices helps our clients navigate through the increasingly intensive regulatory environment of IPO related debt financing transactions.

Our experience

Examples of recent debt financing on which we have advised include:

• Advising a subsidiary of a Chinese State-owned bank on the subscription for senior secured guaranteed notes of a Hong Kong listed company in the aggregate principal amount of up to US$500 million and corresponding warrants.
• Advising on a number of USD high-yield bond issues by Hong Kong listed companies in principal amounts ranging from US$200 million to US$500 million.
• Advising a Hong Kong listed company on its issue of Panda Bond in the principal amount of up to RMB1.0 billion.
• Advising a subsidiary of a Hong Kong listed property development company as borrower in relation to a secured and guaranteed acquisition and development loan facility in the aggregate principal amount of up to HK$1.5 billion.
• Advising a subsidiary of a major Chinese State- owned financial service provider in relation to its issue of Hong Kong listed bond in the principal amount of RMB1.2 billion.
• Advising a Hong Kong listed group on a series of asset-backed securitisations financing in PRC.

Contacts:

Barbara Mok

George Tong

Equity capital markets 

We have been involved in some of the most innovative and leading-edge transactions for clients in a wide spectrum of industries. We act both for issuers and sponsors on initial public offerings (IPOs) and for listed issuers and their shareholders on capital raisings.

We regularly advise on spin-offs for separate listing, dual listing, transfer of listing and other forms of listed company securities transactions. We also advise on regulatory matters including the Hong Kong Takeovers Code and listing rules. 

Our experience

Our experience and expertise include:

• IPOs and other listings on the HKEx
• Share placements
• Open offers
• Rights issues
• Secondary and follow-on offerings
• General offers and whitewashes

Contacts:

Barbara Mok

Anne Ko

Katherine U

George Tong

Mergers & acquisitions

We advise clients on a wide range of M&A activities, including:

• Private company mergers, acquisitions and divestments
• Private equity investment
• Hong Kong public company takeovers
• Business transfers and sales and purchases of assets
• Acquisition financing
• Business reorganisations and corporate restructurings
• Strategic cooperation and joint venture
• Reverse takeovers
• Investment into and from mainland China
• Regulatory aspects of the above.

Our experience

We have a wealth of experience helping our clients across the lifecycle of business investments or divestments. This includes legal due diligence, deal structuring, regulatory compliance review, warranty and indemnity insurance, tender offers, competitive bidding, transaction financing, preparation and negotiation of transaction documents in English and Chinese, key employee retention arrangements, special transitional services and public disclosures.

We have worked on M&A transactions over a wide range of industries, including medical and pharmaceutical, real estate development, media and telecommunications, banking and financial services, energy and resources, infrastructure and transport, food and beverage.

Contacts

Fred Kinmonth

Barbara Mok

Anne Ko

Katherine U

George Tong

Regulatory advisory 

We advise listed companies, financial institutions and other regulated persons (such as investment banks, brokers, investment advisers and asset managers), investors, individuals and corporations on a wide range of issues under the:

• Hong Kong Listing Rules
• Hong Kong Takeovers Code
• Securities and Futures Ordinance
• Companies Ordinance
• Financial Reporting Council Ordinance
• Personal Data (Privacy) Ordinance
• Telecommunications Ordinance
• Competition Ordinance
• Insurance Ordinance
• Money Lenders Ordinance
• Anti Money Laundering and Counter Terrorist FInancing Ordinance
• Companies (Winding Up and Miscellaneous Provisions) Ordinance
• Other codes, rules and guidelines of the Securities and Future Commission, the Hong Kong Stock Exchange, the Privacy Commissioner for Personal Data, and the Communications Authority

We assist financial institutions and other regulated persons and telecommunications service providers with their licensing applications and registration with the SFC and the Communications Authority respectively.

We also advise foreign funds and financial institutions on their marketing and offering of securities in Hong Kong.

Our experience

Our Capital Markets & Corporate team between them has many years of experience advising on Hong Kong regulatory matters including H-share issues. In addition, our Disputes, Competition & Insurance team has extensive experience advising on Hong Kong licensing, compliance and regulatory matters including telecommunications, data privacy, competition, insurance, AML, corporate governance and best practice issues.

The nature of our work brings us into frequent contact with key regulators, including the Hong Kong Stock Exchange, the SFC and the Communications Authority. The team has many decades of dealing with the regulators. Our knowledge and insight into how they operate and the evolving market trends and practices ensure that our clients are well placed to obtain the best outcome.

Contact

William Barber

Jonathan Green

Fred Kinmonth

Barbara Mok

George Tong

Katherine U

Cordelia Yu

Desmond Yu

Financial services regulatory

We advise and represent clients in regulatory investigations by the:

• SFC
• HKMA
• Stock Exchange
• Financial Reporting Council

We also advise and represent clients in a wide range of regulatory enforcement proceedings, including:

• Criminal ('white-collar' crime) proceedings
• Court proceedings brought by the SFC under sections 212, 213 and 214 of the Securities and Futures Ordinance
• Market Misconduct Tribunal proceedings
• SFC, HKMA and Stock Exchange disciplinary proceedings

We regularly act in judicial review proceedings brought by and against regulators in connection with the discharge of their regulatory functions.

In addition to acting for private and public companies, and private individuals, we act for a number of major regulators, including the Stock Exchange, the Financial Reporting Council, the Hong Kong Institute of Certified Public Accountants, the Hong Kong Federation of Insurers, and the Competition Commission.

Our experience

We have an extensive track record in contentious financial services regulatory matters, having conducted many of the leading and most high-profile cases in the jurisdiction.

Our team has conducted a significant number of the proceedings carried out by the Market Misconduct Tribunal and its predecessor the Insider Dealing Tribunal.

Our team regularly receives instructions to act in investigations commenced by the different financial regulators and enforcement agencies.

Contacts

David Morrison

William Barber

Nathan Dentice

Jonathan Green

Alex Kaung

Desmond Liaw

Eddy So

Desmond Yu

International arbitration 

Members of our team have successfully represented clients in international arbitrations under the following rules and procedures:

We also regularly advise and represent clients in UNCITRAL and other ad hoc arbitrations and have advised in connection with investor state arbitrations.

We regularly act in court proceedings relating to arbitrations including jurisdictional challenges, ancillary relief and the enforcement of arbitration awards under the New York Convention and the bilateral enforcement agreement between Hong Kong and mainland China.

Our experience

We act for private and public companies, financial institutions and funds and have extensive experience in relation to disputes involving:

• Projects
• Real Estate developments
• Joint Ventures
• M&A transactions and foreign direct investment
• Shareholder agreements
• Agency agreements
• Commodities contracts and Mining off-take agreements
• Structured trade finance
• Insurance policies

Contacts

William Barber

Malcolm Chin

Nathan Dentice

Alex Kaung

Desmond Yu

Steven Yip

Restructuring and insolvency 

With very experienced banking, corporate finance and litigation lawyers, we have both contentious and non-contentious capability in this area.

On the non-contentious restructuring side of the practice, we are more active when the economic cycle is in a downturn, and traditionally we act for corporate debtors rather than for creditors. In addition, we act for liquidators, receivers, steering committees and directors.

Our experience

Over the past 30 years our partners have worked on some of the largest restructurings and insolvencies in the region including Peregrine, GDE (the first and still the largest restructuring of a PRC state-owned enterprise and its listed subsidiaries in Hong Kong), Titan Petrochemical, Moulin Eyecare, Lehman Brothers and ATV.

We have recently worked on the Noble Group restructuring, and are currently advising a technically insolvent Hong Kong manufacturing company with substantial liabilities to its PRC based employees.

Contacts

Nathan Dentice

Jonathan Green

Fred Kinmonth

Desmond Liaw

Barbara Mok

David Morrison

George Tong

Katherine U

Desmond Yu

Intellectual property (Hong Kong & mainland China practice) 

Our IP practice has both breadth and depth across our offices in Hong Kong (also covering mainland China) and Australia, with the ability to act as a seamless resource for our clients with international IP portfolios.

Our team advises on the creation, registration, acquisition, commercialisation, protection and enforcement of intellectual property and related rights, and has vast experience working with leading local and global organisations. Our work includes:

• Registering IP rights worldwide
• Drafting IP focused agreements
• Initiating and defending infringement claims
• Co-ordinating enforcement actions and ‘raids’ by Customs officials
• Challenging domain name squatters
• Providing trade secret and personal data protection
• Drafting software and telecoms contracts
• Conducting IP audits and due diligence
• Providing in-house training and protocols
• Advising on franchising, licensing and distribution
• Advising on advertising and sales promotion

Our experience

We have extensive experience in handling contentious and non-contentious matters related to intellectual property rights, specifically on issues of trade marks, copyright, designs, patents, passing-off and confidential information/trade secrets. We also advise on, prepare and negotiate various types of technology agreements, including software acquisition or license agreements and technology transfer agreements. We are well known for our enforcement work in the luxury and household goods sectors in particular.

Examples of our work include:

• Acting for Ping An Securities Limited (at first instance and on Appeal) and successfully challenging China Ping An Insurance (Group) Company Limited’s Hong Kong trademark registrations for Ping An.
• Acting for and successfully defending Lai Sun International Hotels Limited against Sun Microsystems in Hong Kong’s first High Court case on domain names (esun.com).
• Acting for a world-renowned skater in his dispute with his business partners over ownership of the brand used, bearing his name.
• Acting for a Hong Kong company in the negotiation of its long term licensing of famous clothing brands for production, distribution and retailing operations in Hong Kong and mainland China.
• Acting for Hong Kong and overseas companies and famous brands in ‘cleansing’ the Hong Kong Companies Register of confusingly similar names, which are often used to support counterfeiting activities in mainland China.
• Acting for major household brands for IP registration and enforcement in Hong Kong and mainland China, including litigation and administrative raids.
• Acting for several companies in the recovery of “.com”, “.com.cn” and “.cn” domain names registered by cyber-squatters.
• Acting for a global battery brand in actions against battery repackagers and producers of counterfeit packaging, in Hong Kong and mainland China.

Contacts

Steven Birt

Professional indemnity 

 

We advise and represent Insurers and their Indemnifieds in court proceedings, arbitrations, and regulatory investigations in a range of matters. We also represent plaintiffs in professional indemnity claims.

Our experience

We have an extensive track record in professional indemnity litigation, having conducted many of the leading and most high-profile cases in the jurisdiction. To illustrate the depth of our experience:

• Members of our team have been on the panel appointed by the Hong Kong Solicitors Indemnify Fund Limited to defend claims brought against solicitors for over 20 years.
• Our team is currently defending one of the largest claims (in excess of US$500,000,000) for professional negligence brought against a law firm.
• Our team is currently bringing one of the largest claims (in excess of US$1,000,000,000) for auditors’ negligence against a firm of accountants.
• Our team has also acted in claims involving barristers; surveyors; and design engineers.

Contact

David Harrington

Employment 

We provide a one-stop shop for workforce related matters. We advise local and international clients on all aspects of contentious and non-contentious employment matters, including:

Our experience

We work on a broad range of employment matters, including: team moves; enforcement of restrictive covenants and confidentiality obligations; Labour Tribunal proceedings; complaints to the Equal Opportunities Commission and the Office of the Privacy Commissioner; investigations by the Independent Commission Against Corruption, the Commercial Crimes Bureau and the Securities & Futures Commission; non-contentious projects such as standardising employment contracts, employee handbooks and policies for clients’ offices worldwide. The Hong Kong team regularly works with our colleagues in Australia, the UK, New Zealand and the PRC.

• We have recently advised a major company on an employment crisis that has wide- reaching repercussions arising from its non- compliance with certain statutory obligations and ways to remedy the situation at a very sensitive time for the client.
• We have recently advised a well- known property developer on the conduct of its executive directors, which have been the subject of news reports.
• We regularly conduct internal investigations for clients and advise clients on disciplinary proceedings.
• We are also currently acting for: an investment bank in a claim against two former employees for diverting business to their own company; an individual in a claim against a hedge fund for a substantial unpaid bonus; a former senior employee of a Japanese investment bank on the termination by the bank of his employment while on secondment in India; a head of trading at a major European bank in a claim for breach of implied duty of trust and confidence arising out of the circumstances of the termination by the bank.

Contacts:

Desmond Liaw

Jonathan Green