Corporate and Commercial


Contact

Albert T. da Rosa Jr.

2829-0039

atr@ctrlawyers.com.hk

 

     

Our Corporate and Commercial service is at the heart of our practice, embracing the following major service areas:

We provide services to our clients at different stages of their corporate lifetime to assist them when they come into operation, manage their existing business relationships, form fresh alliances, raise funds for growth and tap into new business opportunities.  We also advise companies of all sizes, from domestic start-up businesses to large multinational listed companies.  We provide professional legal advice on a broad spectrum of corporate and commercial work and have expertise in dealing with negotiation, preparing legal documentation and providing advice in relation to a wide variety of corporate and commercial transactions, frequently with a cross border dimension.

Over the last decade, we have witnessed the development of the Hong Kong securities market and assisted a number of IPOs on the Hong Kong Stock Exchange and have solid experience in acting for listed companies in general commercial, corporate finance, corporate governance and restructuring matters.

General commercial & corporate advisory work

We have demonstrated a proven ability to handle major and complex transactions, to anticipate problems and provide solutions, and to document transactions promptly and effectively. We are also able to provide concise, relevant and timely advice on all aspects of commercial and corporate law, and to provide a broad range of structured and effective legal documentation to facilitate the business of clients.  The following are the key aspects of general commercial and corporate advisory work we provide to our clients:

  • incorporation, acquisition and disposal of businesses and companies
  • joint ventures
  • directors' duties and liabilities
  • shareholder rights
  • corporate governance
  • securities issues
  • sale and purchase and placement of securities
  • convertible bonds and notes issue (including foreign currencies and listing on foreign exchanges)
  • debt restructuring
  • corporate reorganization
  • facilities and loans (including syndicated loans)
  • loans with options and rights of first refusals over overseas investments
  • transactions discloseable under the relevant Listing Rules
  • handling enquiry and investigation of the Securities and Futures Commission and the Hong Kong Stock Exchange
  • insolvency
  • corporate tax planning

Work involving PRC elements

We have extensive knowledge and understanding of the legislation and system of the PRC, and have extensive experience in assisting clients in a wide variety of industries to undertake different types of projects in the PRC. Throughout the years, we have built up close relationship with a network of PRC law firms and intermediaries, enabling us to provide comprehensive and one-stop services to our clients.  Our services cover:

  • advice on cross-border corporate finance projects
  • establishment of representative offices, wholly foreign-owned enterprises (i.e. WFOEs), co-operative joint ventures and equity joint ventures in the PRC
  • sale and purchase of equity interests in WFOEs, co-operative joint ventures and equity joint ventures in the PRC
  • various commercial contracts involving PRC companies

IPO

Ever since mid 1980's, we have been providing legal service in respect of IPO work and over the years we have gained substantial experience in assisting clients of different interest in their listing applications.

We have assisted the listing applications of companies incorporated in Bermuda, the Cayman Islands, Hong Kong and the PRC to list in either the main board or the GEM board covering the following industries:

  • manufacturers
  • property developers
  • trading companies
  • investment companies
  • publishers
  • developers of information technology
  • providers of information technology

Most of our listed clients have business concern all over the world and almost all of them with substantial business operation in mainland China.  We continue to act for companies to be listed or sponsors and underwriters in listing applications of diversified interests.

Merger & Acquisition (M&A)

Large cross-border M&A transactions are redefining the parameters of business, and our experience in large, complex cross-border M&A transactions enables us to act effectively on complex, multi-jurisdictional matters.

In recent years, we have the pleasure to work on a variety of M&A transactions, many of which involves leading players in their respective industries, including an award-winning (Asian Legal Business Award) merger of two leading multimedia consumer electronics manufacturers.

 

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