Financial Services Regulatory, Litigation and Corporate Finance

Litigation Experience

• Advised listed companies directors, licenced firms and licenced individuals (including securities analysts, warrant market makers and securities/futures brokers) on various types of SFC investigations and related legal proceedings
• Advised various SFC licenced firms and banks on client complaints and conducting internal investigations
• Advised on various types of market misconduct offences such as insider dealing under the Securities and Futures Ordinance
• Advised a hedge fund on a series of employment disputes with its past employee involving various investment and service agreements under the hedge fund structure, restraint of trade and the fund’s reporting obligations in respect of suspected money laundering activities
• Advised a purchaser in its claim for breach of warranty under an agreement for the sale and purchase of the majority stake of a Hong Kong listed company
• Seconded to a bank to act as its in-house Counsel advising on various banking, regulatory and claims related matters
• Advised a licenced bank on various HKMA investigations and investors’ claims proceedings
• Advised a Taiwan based company and a UK banking group respectively on various Stock Exchange’s investigations and the related proceedings in Hong Kong
• Advised the beneficiary of a trust on his claims for breach of trust by the trustee and in resisting a series of actions brought by the trustee arising from the breach of trust
• Advised on various claims related matters (e.g. claims brought by brokerage clients against brokers) in the securities and futures industry
• Advised corporate and individual clients on various board room, shareholders, partnership, employment and data privacy disputes and the related civil court proceedings
• Advised individual clients on various police and ICAC investigations, trial and appeal proceedings
• Advised a listed company and a senior executive of a regulatory organization respectively on tax investigations and litigation/settlement proceedings with the Inland Revenue Department
• Advised a substantial shareholder of a listed company on breach of loan agreements by lenders and urgent cross boarder injunction applications restraining sale of pledged shares by lenders
• Opposed the registration of a Mainland court judgement in the Hong Kong High Court pursuant to the Mainland Judgements (Reciprocal Enforcement) Ordinance (Cap. 597), Laws of Hong Kong

SFC Licensing and Compliance Experience

• Advised various overseas licenced financial services groups/companies and local businesses on setting up their Hong Kong offices and applying for appropriate securities licences (such as securities brokerage, FX and ATS licences) and authorizations from the SFC
• Advised various overseas, local and Mainland entities on setting up securities/futures brokerage firms in Hong Kong including obtaining trading rights and clearing participantships from the Hong Kong Exchanges and Clearing Limited (HKEx) companies
• Advised a UK securities and commodity dealer in seeking a FX licence and approved as introducing agent (or introducing broker) in Hong Kong; advised on uplifting restrictive licensing conditions in FX licences
• Advised various overseas and Mainland Chinese entities on setting up private equity investments (e.g. in the form of offshore investment funds), group/fund structure and the related Hong Kong offer and SFC licensing obligations
• Advised various local, overseas and Mainland Chinese entities on their SFC (securities and futures) and HKMA (banking) licensing obligations and their day-to-day legal & compliance obligations
• Advised a UK FX firm on its Hong Kong client agreements and the legal & compliance obligations in taking up clients from Mainland China and the Asia Pacific region
• Acted as an outsourced legal & compliance advisor to SFC licenced brokers, investment advisor and fund manager firms
• Advised on compliance issues concerning (as well as breach of) Financial Resources Rules (FRR) obligations and other significant legal & compliance obligations by SFC licenced firms
• Advised an overseas hedge fund on its corporate structure in extending its fund management business to Hong Kong and Mainland China
• Advised a Swiss bank on the legal obligations in offering various investment products in Hong Kong
• Advised a Taiwan-based securities group on offer of “Principal Guarantee Notes” in Hong Kong
• Advised on the SFC licensing part and structure in setting up a Mercantile Exchange authorized by the SFC under Part III of the Securities and Futures Ordinance
• Advised an overseas broker on various SFC licence and regulatory compliance obligations; application for a trading right and participantship at the Stock Exchange of Hong Kong
• Advised various SFC licenced firms on Anti-Money Laundering and Counter-terrorists Financing obligations
• Advised a HKMA registered company on a JV involving application for a SFC licence and SEBI (Indian regulators) authorization
• Advised an overseas FX dealer in seeking a money broker licence from the HKMA

 Corporate Finance and Commercial Experience

• Advised listing applicants on IPO, pre-IPO corporate structuring matters and handling requisitions from the Stock Exchange and the SFC.
• Advised on corporate restructuring, due diligence, merger and acquisition transactions in listed companies context.
• Advised on setting up of investment funds in difference structure e.g. GP/LP, SPC and unit trust.
• Advised listed companies on, and drafted, sale and purchase agreements in respect of different types of assets and companies.
• Advised on sale and purchase of SFC licensed corporations, and the related legal and regulatory matters.
• Advised SFC licensed corporations on, and drafted, different types of client agreements, statutory forms, compliance/operation manuals and business/trading agreements.
• Advised on, and drafted, different types of business, Joint-Venture, shareholders and employment agreements for clients in different industries.