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With extensive experience, Mason Ching & Associates has successfully assisted numerous enterprises in completing complex domestic and international merger and acquisition projects, whether through equity acquisition or business transfer under the Transfer of Businesses (Protection of Creditors) Ordinance. We provide comprehensive merger and acquisition services, including:
Due Diligence
Conducting comprehensive due diligence is crucial in the merger and acquisition process. Our team of lawyers will assist clients in conducting legal due diligence: reviewing the target company's legal documents, including articles of association, contracts, litigation records, etc., to ensure the target company's legal compliance.
Merger and Acquisition Strategy
We develop optimal merger and acquisition strategies tailored to the specific needs of our clients, including:
- Transaction structure design: Designing the most advantageous transaction structure, taking into account factors such as taxation, regulations, and business considerations to ensure smooth transaction execution.
- Negotiation and agreement: Representing clients in transaction negotiations with counterparties (including their legal teams), drafting and reviewing sale and purchase agreements, shareholders’ agreements, business transfer agreements and/or other relevant documents to protect the client's best interests.
- Regulatory approval: Assisting clients in obtaining necessary regulatory approvals to ensure legal compliance of the transaction.
Restructuring and Integration
We provide organisational restructuring services to assist clients in organisational restructuring and integration, ensuring efficient operation of the new organisation.
Setting up Funds
Mason Ching & Associates has extensive experience in assisting clients in setting up funds. We help clients to set up various types of investment vehicles, such as open-ended fund companies, limited partnership funds, and family offices. Our services include assisting clients in registering fund companies, drafting investment management agreements, preparing offering memorandums, and liaising with the Securities and Futures Commission.
Open-ended Fund Company (OFC)
OFC, a limited company with variable share capital mainly governed by the Securities and Futures (Open-ended Fund Companies) Rules, has become more and more popular compared to offshore structure. Similar to offshore fund company, an OFC requires an investment manager for managing its scheme property and at least one custodian for safe keeping of the scheme property. In support of setting up an OFC in Hong Kong, qualified OFC is subsidized by the Government of Hong Kong under a grant scheme, which covers 70% of the eligible expenses incurred in relation to the incorporation of an OFC, up to maximum amount of HK$500,000 per OFC and a maximum of three OFCs per investment manager.
Limited Partnership Fund (LPF)
LPF is another type of fund in Hong Kong, which is mainly governed by Limited Partnership Fund Ordinance. Due to its fast and simple registration process, LPF is also welcomed by investment managers. A LPF requires, among other things, at least one general partner, and its registration must be submitted on behalf of the proposed general partner by a Hong Kong solicitors’ firm or a solicitor.
Family Office
Have you ever heard of a family office? A family office is generally a limited company used for managing the investments of one or more families, which can be categorised into single-family office and multi-family offices. Depending on the relevant circumstances, multi-family offices may be required to be licensed under the Securities and Futures Ordinance.
Family Trusts
Generally speaking, family trusts can be divided into two types: fixed trusts (i.e., with designated beneficiaries) and discretionary trusts (i.e., without designated beneficiaries and managed and held by professional trustees). In a typical trust arrangement, when the settlor transfers assets into the trust, the ownership and beneficiary rights of the related assets are no longer held by the settlor, and theoretically, the settlor has lost ownership of those assets.
Our firm can assist clients in designing trust structures (including preparing all necessary trust documents) and liaising with professional trustees for various matters.
Ongoing Compliance for Listed Companies
Continuous compliance management for listed companies after listing is crucial for the company's long-term development. Our professional team provides comprehensive ongoing compliance services for listed companies, helping clients to effectively manage compliance risks and maintain the company's reputation. Our services include:
Regulatory Compliance
We assist clients in handling regulatory compliance matters in daily operations relating to the Securities and Futures Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including:
Information Disclosure:
- Inside information management
- Identification and handling of connected transactions
- Preparation of announcements and/or circulars for notifiable transactions, etc.Annual/Interim Reports:
- Annual reports
- Interim reports
- Environmental, Social and Governance ReportsEquity Management
We assist clients in equity management to ensure shareholder's interests and stable operations of the relevant company, including:
Shareholders' Meetings:
- Preparation and convening of shareholders' meetings
- Formulation of meeting agendas and resolutions to ensure legal compliance of meetings.Shareholding Changes and Share Schemes:
- Share transfer agreements and transfer documents
- Disclosure of Interests forms for directors and controlling shareholders (DI forms).
- Formulation of plans for granting options and shares under employee equity plans, and drafting related announcements.Regulatory Response
We assist clients in responding to regulatory inspections and investigations, providing professional legal support and solutions, including:
Regulatory Investigation Response: Representing clients in responding to regulatory bodies such as the Stock Exchange of Hong Kong and the Securities and Futures Commission of Hong Kong, providing legal advice and assistance.
Director Compliance Training: Providing compliance training for directors of listed companies to enhance their compliance awareness and capabilities, ensuring company operations comply with regulations.
Commercial Matters
With extensive experience in company law and commercial contracts, we are committed to providing the following legal services for commercial matters:
Company Formation and Structure Design
We assist clients in setting up companies in Hong Kong and other overseas jurisdictions, including charitable organisations exempt from tax under Section 88 of the Inland Revenue Ordinance of Hong Kong, and design optimal company structures, assisting with capital increases, share issuances, and drafting shareholders’ agreements.
Shareholders’ Agreements
To avoid significant disagreements in company management, the existence of a shareholders' agreement is crucial. A typical shareholders' agreement is expected to cover, among other things, a list of "reserved matters" requiring unanimous shareholder consent, terms for future financing, restrictions on share transfers, and mechanisms for dealing with matters arising from breaches of the shareholders' agreement or events of default. Without a shareholders' agreement to regulate, disputes between shareholders may not be effectively resolved and may even result in deadlock.
We represent clients in negotiating with counterparties (including their legal teams), drafting and reviewing shareholders’ agreements and/or other relevant documents to protect client's interests.
Commercial Contracts and Legal Opinions
We draft, review, and assist in negotiating various commercial contracts, including service contracts, sales contracts, etc., to ensure that contract terms are legal, valid, and in line with client's interests. Additionally, we draft different legal opinions according to client's needs.
Employment Contracts
We draft and review employment contracts to ensure compliance with the Employment Ordinance, and provide legal services such as labor relations consultation.
Financial Law and Securities Law
We specialize in assisting corporate clients in various types of financing, including loans, bond issuances, and equity financing. We assist clients in applying for licences for different types of regulated activities under the Securities and Futures Ordinance and provide advice on their required compliance manuals.
Commercial Litigation
Our litigation team has extensive litigation experience. In handling commercial litigation, we not only provide professional legal advice but also strive to analyse cases from a commercial perspective, providing valuable references to client for making their decisions. We assist in handling various types of commercial disputes, including:
Contract Disputes
We handle various contract disputes, including disputes arising from sales contracts, service contracts, lease contracts, financing contracts, etc. We assist clients in case analysis, evidence collection and preservation, litigation strategy design, and represent clients in mediation, litigation, or arbitration, striving to achieve the best results for clients.
Shareholder Disputes
We provide legal services for various shareholder disputes, including those related to management scope and power, contributions to be made by shareholder, share transfers, shareholder's right to information, profit distribution, etc.
Securities Litigation
We assist in handling various securities market disputes, including insider trading, false statements, market manipulation and other relevant litigation. We are familiar with securities laws and regulations and the rules, and can provide with clients professional and efficient legal services.
