More

Corporate & M&A

Any entity may encounter the phase of business transaction called mergers and acquisitions (“M&A”) for the purpose of selling its interest, assets or business, raising capital or even driving fund efficiencies. Under M&A, transactions in which the ownership or assets of companies or their operating units are to be transferred through various types of financial transactions, including mergers, acquisitions, consolidations, tender offers, purchases of assets and management acquisitions. Every decision on M&A can be one that is the most important for the business may take.

At ONC Lawyers, we put our clients first and commit to deliver attentive, client-focused services wherever and whenever needed. We understand that for a business to decide to merge or acquire another entity, invite new investors or sell a subsidiary can be a big strategic option. We are your trusted adviser to seek value, implement strategies and deliver solutions to you.

Our services cover the whole M&A process including deal structuring, legal due diligence, transaction document drafting and negotiation, corporate support, regulatory approvals and post-deal services.

If you would like to know more about our Corporate & M&A practice or how we can help your business, please contact us at (852) 2810 1212 or at cc@onc.hk.

Please refer to our articles in ‘Knowledge’

Our People

Raymond Cheung
Raymond Cheung
Partner
Michael Lau
Michael Lau
Partner
David Zhang
David Zhang
Partner
Henry Yip
Henry Yip
Partner
Raymond Cheung
Raymond Cheung
Partner
Michael Lau
Michael Lau
Partner
David Zhang
David Zhang
Partner
Henry Yip
Henry Yip
Partner

Recommended Posts

When would the Court interfere with company directors’ refusal to register transfer of shares?
The Hong Kong Companies Ordinance (Cap 622) (“CO”) provides for a shareholder’s statutory right to have shares transfer to be registered. Section 151 of the CO states that: (1) “The transferee or transferor of shares in a company may lodge the transfer with the company. (2) Within 2 months after the transfer is lodged, the company must either— register the transfer; or send the transferee and the transferor notice of refusal to register the transfer. (3) If a company refuses registration, the transferee or transferor may request a statement of the reasons for the refusal. (4) If a request is made under subsection (3), the company must, within 28 days after receiving the request— send the person who made the request a statement of the reasons; or register the transfer.” (emphasis added) Where a company refuses to register a transfer of shares, section 152(1) of the CO may be invoked by the transferor and/or transferee to apply to the court for an order to have the transfer registered by the company. Under section 152(2) of the CO, a court may disallow the refusal and order that the transfer be registered forthwith by the company if it is satisfied that the application is well founded. In practice, Hong Kong courts have proved very reluctant to invoke section 152 of the CO and intervene in the exercise of directors’ discretion concerning the registration of share transfers. In Ngan Kwing Sun v Top Well Industrial Ltd [2019] HKCFI 3096, the Court of First Instance (“CFI”) decided to interfere with the company’s decisions to refuse registration of transfer of shares and held that the Plaintiff’s applications for registration under section 152 of the CO are well-founded.
SFC provides licensing guidance for private equity firms and family offices
In Hong Kong, there is a lack of specific licensing requirements for both private equity firms (“PE firms”) and family offices. The Securities and Futures Ordinance (Cap. 571, the “SFO”) provides for an activity-based licensing regime for entities and persons carrying on regulated activities (“RAs”). Whether specific licenses are required for carrying on the activities of any given PE firm or family office will depend on the scope of business and the power conferred on the management of the entity. In response to the enquiries from industry participants and their professional advisers, the Securities and Futures Commission (the “SFC”) has recently issued two circulars on the licensing obligations of PE firms and family offices, respectively, when conducting business in Hong Kong. Two separate email enquiry mailboxes have also been set up by the SFC to handle enquiries in relation to the licensing of PE firms (at enquiry.pefirm@sfc.hk) and family offices (at enquiry.familyoffice@sfc.hk). In the circular to PE firms, the SFC provides guidance on the licensing requirements for general partners of PE firms’, investment committee members and fund marketing activities. This circular also clarifies how the SFC assesses PE firms’ discretionary investment authority and investments in securities of private companies as well as the industry experience requirements for their responsible officers. On the other hand, in the circular to family offices, the SFC provides guidance on how its licensing regime applies to family offices carrying out asset management or other services in Hong Kong. Further, this circular explains the application of the SFC’s licensing regime for both single and multi-family offices.
Hong Kong Takeovers and Mergers Panel decision: Preliminary offer announcement must expressly allow offeror to deduct a final dividend from the offer price
The Takeovers and Mergers Panel (the “Panel”) has made a ruling on 30 September 2019 in relation to a referral by the Takeovers Executive of the Securities and Futures Commission (the “SFC”) under the Codes on Takeovers and Mergers and Share Buy-backs (the “Takeovers Code”). In this particular case, the Panel was asked to consider whether Broadford Global Limited (“Broadford”) is permitted under the terms of its possible mandatory general offer for the H Shares in Dalian Port (PDA) Company Limited (the “Company”) to deduct the final dividend approved by shareholders of the Company from its offer price.
Back to top