Corporate Finance

Overview

We are a leading Hong Kong corporate finance, securities and banking law firm internationally recognized for our work in M&A, private equity, hedge funds and retail funds by leading industry publications including the International Financial Law Review 1000 (IFLR1000), the Legal 500, Chambers & Partners and Asialaw Profiles.

We have acted on private equity, venture capital and hedge fund investments, as well as on capital raising for investment funds. Our clients include businesses of all sizes, including start-ups, private equity funds, hedge funds, and banks.

Our work includes advising on the following:

• equity financing, including share issuances, private placements of securities and other transactions in the equity capital market

• debt financing, including bilateral and syndicated loans, bond and debenture issuances and other transactions in the debt capital market

• the taking, giving and enforcement of fixed and floating charges, mortgages and other security interests

• deal structure and execution, including conducting legal due diligence, preparing legal documentation, ensuring regulatory compliance where applicable and attending to necessary legal formalities

Pre-IPO Financing and Restructuring

We advise on early stage, mezzanine and pre-IPO investments. Our representation has included private offerings, offerings to professional investors, warrant issues, rights issues and open offers.

Our work includes advising on the following:

• deal structure and execution, including conducting due diligence and preparing term sheets, investor communications, offering documents, roadshow materials, subscription agreements and underwriting agreements

• corporate restructurings and reorganizations in preparation for an IPO

Where a future exit on the Stock Exchange of Hong Kong (“SEHK”) is desired, we ensure that financing arrangements, share options and other corporate arrangements comply with the Listing Rules of the SEHK.

Creditor and Debtor Relationships

We have extensive experience in Hong Kong banking and finance law. Our work includes:

• advising banks and other lenders, including on deal structure, conducting due diligence and preparing loan agreements and other facility agreements and security documentation

• advising issuers and other borrowers, including on reviewing financing agreements and preparing trust deeds, deed polls and deeds of covenant for bonds and other debentures

• advising on the taking and enforcement of security in Hong Kong by way of fixed and floating charges, legal and equitable mortgages and pledges

• preparing guarantees and indemnities and assignments of receivables and other choses in action by way of security

• advising on the tacking of additional advances onto existing security, the financing of specific assets in situations where the debtor’s existing security package includes an after-acquired property clause, the taking and enforcement of security, the priority of security interests and the registration of security interests including under the Companies Ordinance (“CO”)