Next Generation Partners

Commercial, corporate and M&A: independent Hong Kong law firms in Hong Kong

Deacons

The broad bench at Deacons advises a stellar client list of government bodies, state-owned companies, and partnerships within the property development and manufacturing sectors. Known for advising on the full gamut of transactional issues, the team regularly handles mandates involving exits and private equity investments. Ronny Chow and Machiuanna Chu jointly lead the practice. Chow has deep knowledge spanning both public and private M&A, in addition to corporate finance and securities issues, while Chu focuses on investment projects, joint ventures, and venture capital investments. Alexander Que primarily advises banks and major corporations, leveraging his regulatory expertise to advise on the Hong Kong Listing Rules and the Takeovers Code, and disclosure of interest requirements under the Securities and Futures Ordinance (SFO).

Practice head(s):

Ronny Chow; Machiuanna Chu


Other key lawyers:

Alexander Que; Rhoda Yung


Key clients

Chinachem Group


China Shuifa Singyes Energy Holdings Limited


Chow Tai Fook Enterprises Limited


ICBC International Capital Limited


Lai Sun group


Sumitomo Mitsui Banking Corporation


Viva Goods Holdings Limited


Xingda International Holdings Limited


Yip’s Chemical Holdings Limited


Work highlights


  • Advising Chow Tai Fook Enterprises Limited on its pre-conditional voluntary general cash offers (through its SPV) to acquire all the issued shares of NWS Holdings Limited, and to cancel all the outstanding share options of NWS; and the related leveraged financing transactions for the offers. The maximum amount of cash required to implement the offers would be approximately HK$35.5 m.
  • Advised SMBC AC on the Hong Kong law aspects of its acquisition of the entire equity interest in Goshawk Management Limited which holds substantially all of the aircraft leasing businesses of Goshawk Aviation Limited (a 50:50 joint venture of NWS Holdings Limited and Chow Tai Fook Enterprises Limited) for a total consideration of US$1.6 bn based on an enterprise value of approximately US$6.7 bn.
  • Advised eSun, LSD and LSG on the merger of Media Asia Group Holdings Limited by eSun’s wholly-owned subsidiary through privatisation of Media Asia by way of a scheme of arrangement followed by the withdrawal of listing of Media Asia shares from GEM of the Hong Kong Stock Exchange. The transaction involved the issue of new eSun shares as the consideration for cancellation of Media Asia shares with an option for the scheme shareholders to receive part of the consideration in cash. The maximum aggregate value of the cancellation consideration amounted to approximately HK$347 m.

Charltons

Charltons' team advises a broad client base on a diverse range of matters concerning corporate governance, IPOs on the HKEx, and cross-border M&A. Founding partner and practice head Julia Charlton regularly acts for controlling shareholders, sponsors, and international corporates, and is also known for her deep expertise in metaverse and blockchain issues, in addition to open-ended collective investment schemes (OFC) and limited partnership funds (LPF). Dual qualified in Queensland and Hong Kong, Clinton Morrow is noted for growing the funds practice after the introduction of Hong Kong fund vehicles, often acting for early stage investment managers. Calvin Ho advises clients from a broad range of sectors, including fintech, mining, and insurance, and primarily focuses on securities and compliance matters.

Practice head(s):

Julia Charlton


Other key lawyers:

Clinton Morrow; Calvin Ho


Testimonials

‘We are pleased with accurate and complete advice from the team, and are very happy with services, effective representation and the value delivered. We’ll definitely recommend the team to friends and contacts.’

‘The team provided clear, concise, easy to understand and timely communication, and they were always prompt with responses and progress updates.

Key clients

Alliance Capital Partners Limited


BF Belmont Ltd


Chayora Holdings Limited and its group of companies


Contel Technology Company Limited


Crowell & Moring LLP


Dah Sing Bank, Limited


Debevoise & Plimpton LLP


Dongxing Securities (Hong Kong) Company Limited


Eric Chow & Co. in association with Commerce & Finance Law Offices


Good Taste Limited The controlling shareholder of a listing applicant in the China fast food industry


Joint sponsors and underwriters: Halcyon Capital Limited and Eddid Capital Limited


Macfarlanes LLP


Mishcon de Reya LLP / Comcast Cable Communications Management LLC


Platinum Capital Limited


Shandong Xinhua Pharmaceutical Co Ltd


Somerley Capital Holdings Limited


Clayton, Dubilier & Rice


White & Case LLP (London)


Wing On Company International Limited


Work highlights


  • Advised the controlling shareholder of an HKEx IPO applicant in connection with listing on The Stock Exchange of Hong Kong Limited since the early stage of its preparation. The listing applicant is the exclusive master franchisee of Dominos pizza in the PRC.
  • Advised in relation to disposal of the entire registered capital of a PRC subsidiary by a European-based securities and derivative software group to a Japanese based IT group.
  • Advised on the establishment of a joint venture and application to the Securities and Futures Commission concerning licensing for operation of a virtual assets exchange.

Howse Williams

The team at Howse Williams handles both domestic and cross-border M&A, and often collaborates with the firm’s banking and finance, and capital markets teams to advise businesses on the financing and investment aspects of their expansion plans. Practice head Chris Williams is adept at advising on direct investments, corporate financings, and corporate governance issues, with particular emphasis on transactions within Indonesia and Singapore. Qualified in both Hong Kong and Malaysia, Chia Ching Tan has deep knowledge of Listing Rules and secondary fund-raising, while Anthony Chan is known for his expertise in advising both public and private companies, and private equity firms on joint ventures and cross-border M&A.

Practice head(s):

Chris Williams


Other key lawyers:

Brian Ho; Chia Ching Tan; Anthony Chan


Key clients

New World Development


Mitsui & Co.


Aidigong Maternal & Child Health Limited


iSpring International Holdings Limited


Centurion Corporation Limited


Icicle Group Holdings Limited


Smart City Development Holdings Limited


Easyknit International Holdings Limited


Kwok Yih & Chan

Larry Kwok, Dieter Yih, and Conrad Chan jointly lead the practice at Kwok Yih & Chan, which often handles debt restructuring and disposals for clients in the mining, infrastructure, and technology sectors. Kwok is known for his broad knowledge of corporate rescue, corporate finance, and securities, while Yih exhibits vast expertise in capital markets, and both public and private M&A across the APAC region. Chan primarily advises on listings and IPOs, in addition to private equity transactions.

Practice head(s):

Larry Kwok; Dieter Yih; Conrad Chan


Other key lawyers:

Ronnie Bow; Leon Saw


Key clients

Hidili Industry International Development Limited


Good Sign Limited


Loto Interactive Limited


Manful Kingdom Limited


Work highlights


  • Advised Hidili Industry International Development Limited, a company principally engaged in the mining of raw coking coal from its coal mines located in the PRC, on its debt restructuring involving offshore creditors (holders of the senior notes issued by Hidili in 2015 which are listed on SGX) and onshore creditors in the PRC (PRC banks and other creditors).
  • Advised Good Sign Limited on the proposed disposal of 60% interest in Hunan Daoyue Expressway Industry Co., Ltd., a company which is principally engaged in the construction, operation and management of the Sui-Yue Expressway (Hunan Section) in China, to NWS (Guangdong) Investment Company Limited, another shareholder of the target holding 40% of equity interest and an indirect wholly-owned subsidiary of NWS Holdings Limited.
  • Advised Manful Kingdom Limited in connection with its acquisition of 51% of the issued share capital of Loto Interactive Limited, from BIT Mining Limited and its mandatory general offer of all the issued shares and the cancellation of all outstanding share options of Loto Interactive Limited (other than those already owned by Manful Kingdom Limited as offerer and parties acting in concert with it) at an offer price of HK$0.28 per share.

Gallant

Gallant's broad team acts for a diverse range of clients, including quasi-governmental entities and SFC licensed corporations. The group frequently advises on the formation of partnerships, buy back arrangements, and takeovers of public companies. Philip Wong leads the practice with his longstanding expertise in cross-border M&A, often assisting with the negotiation of joint venture and shareholder agreements. Wong has ample knowledge of regulatory issues, and ensures clients remain compliant with SFO laws and the Hong Kong Listing Rules.

Practice head(s):

Philip Wong


Key clients

Liu Chong Hing Investment Limited


Work highlights


  • Advised Liu Chong Hing Investment Limited on the acquisition of a commercial and retail complex building in Oxford Street, London for GBP 44m through acquisition of partnership interest, trust units and company shares.

Georgiou Payne Stewien LLP

The ‘knowledgeable, very responsive and precise' team at Georgiou Payne Stewien LLP handles a broad spectrum of issues, including both foreign and overseas direct investments, operational contractual issues, and strategic alliances. M&A and joint venture specialist Brett Stewien leads the team with his experience in the negotiation and drafting of deal documentation. Associate Isabella Wong is noted for her broad knowledge of corporate governance and general corporate regulatory issues, often advising clients on joint ventures and shareholders’ agreements.

Practice head(s):

Brett Stewien


Other key lawyers:

Isabella Wong


Testimonials

‘The team is knowledgeable, very responsive and precise in delivering the work. Compared to other law firms, GPS always gives us preliminary feedback on the matters.’

‘Brett Stewien is always responsive, precise, keen to help and gives valuable feedback and advice. Isabella Wong is responsive, precise, knowledgeable. Compared to other law firms, they have a very commercial approach, understand our clients’ needs and always provide excellent services.’

‘The team is able to provide good value advice based on sound legal principles. Uses best resources, whether partners, associates or consultants when right.’

Key clients

Anheuser-Busch InBev (Shanghai) Sales Company Limited


Divit Limited


Finnoverse Limited


Vectr Fintech II, L.P.


Wilson Group Limited


Buddy Bites Limited


Netlinkz Limited


Knorr-Bremse Asia Pacific (Holding) Limited


NCL Hong Kong Limited


Dynamic Habitat Group Limited


Know Your Customer Limited


Maxim’s Catering Limited


Estee Lauder Asia Pacific Limited


Hugill & Ip

The team at Hugill & Ip acts for both regional and global enterprises in public and private M&A, tax, and restructuring matters. Christopher Hooley has broad knowledge of cross-border transactional issues and corporate financings, while Jade Tang frequently assists clients with joint ventures and M&A. Gary Wong acts for funds, individuals, and companies in matters concerning investments and licensing.

Practice head(s):

Christopher Hooley; Jade Tang; Gary Wong


Key clients

T Creative Limited


The Great British Teddy Bear Company Limited


Formenti & Giovenzana Group


New Saxon 2019 Limited


Treacle Limited


Hargreaves Services


Central Venue Management Ltd


Serious Staging Ltd


Technical Production Services Limited


Hon Kwok Land Investment Company Limited


Majorel PRC


TBS Avionics Limited


Work highlights


  • Advised on the New Saxon HengTong (Huawei Group) joint venture, a technology driven marine installation company. The firm has also been involved in negotiations and upgrading of certain technical services agreements, relating in part to UJ Jointing.
  • Acting for a client in a EUR 100m deal concerning of Project Gamma, for the acquisition of a DS-E business. The transactions involved shares purchases, asset deal and transfer of employees on different levels.
  • Acted for a client in the successful bid, subcontracting, insurance, and risk assessment of the Hong Kong $800 m facility control systems for the Hong Kong International Airport Third Runway Project.

Oldham, Li & Nie

Oldham, Li & Nie houses a broad team which is known for representing a varied client list of government bodies, developers, and publicly listed companies within the food and beverage, and financial services sectors. Practice head Tracy Yip is noted for her expansive expertise in advising on project financing and foreign direct investment issues, and Victor Ng primarily focuses on transactional issues and investments, in addition to advising on tax treaty and permanent establishment issues. Founding partner Gordon Oldham regularly acts for clients in the hospitality, publishing, and jewellery industries in matter concerning corporate finance and joint ventures.

Practice head(s):

Tracy Yip


Other key lawyers:

Victor Ng; Barbara Kwong; Gordon Oldham; Simon Wong


Key clients

ESR Group Limited


Work highlights


  • Acted as ESR’s Hong Kong counsels in reviewing and revising the transaction documents, attending the closing, and advising on Hong Kong law.

Tanner De Witt

Tanner De Witt's ‘very dedicated' team handles a broad range of issues concerning compliance and corporate governance. Notable clients include China Shandong Group, Mindray Group, and Four Seasons. Eddie Look and Tim Drew co-head the team. Look handles a varied range of mandates, including the structuring of companies, and franchise and manufacturing arrangements, while Drew is proficient in M&A, joint ventures, and investments. The ‘distinguished' River Stone is known for his knowledge of pre-IPO investments and private equity issues, regularly acting for family offices and Chinese high-net-worth individuals.

Practice head(s):

Eddie Look; Tim Drew


Other key lawyers:

Edmond Leung; River Stone; Carol Ling


Testimonials

‘Strong professional ability, smooth communication. Distinguished partner River Stone.’

‘The firm can put together a collaborative team with lawyers from diverse backgrounds, this resounds well with clients.’

‘Eddie Look and Tim Drew lead a pragmatic and client focused commercial practice.’

‘Local law firm who is more familiar with local conditions than international firms. The team works closely and communicates in a timely manner; the partners are of high quality, and are very dedicated.’

‘River Stone communicates actively and is good at combining commercial awareness with legal knowledge.’

Key clients

Commerzbank


China Shandong Group


Qima Limited


Borrelli Walsh


SACE


Mindray Group


ZV France SaS


Four Seasons


SimplyLive


Kriya Capital


Play-Asia.com


Work highlights


  • Represented business owners in the sale of all shares in APV, a content media business. The transaction required a high degree of involvement in the negotiation of earn out provisions and sensitive IP issues.
  • Advised a client on the Hong Kong aspects of a global reorganisation aimed at enhancing tax efficiency, involving intra-group transfers of shares in a Hong Kong subsidiary and the business and assets of a non-Hong Kong company.
  • Assisted a Hungarian asset holding company in validating a Hong Kong law governed put option by navigating the cross-border complexities, addressing legal, tax and trading considerations in Mongolia.