Private Mergers and Acquisitions in Hong Kong

Home >
Law >
Mergers & Acquisitions >
Private Mergers and Acquisitions in Hong Kong

Description
Contents
Author

Details

Private M&A in Hong Kong details the sale and purchase of shares, one of the most common forms of corporate acquisition in the territory. By acquiring part or all of the share capital of a target company, the investor can exercise control over the target company as well as its businesses and assets.

Many parties tend to opt for sale of shares over sale of assets because they are simpler and more straightforward. However, as the subject of the transaction involves shares in the target company, parties should carefully consider certain common legal issues when structuring a share acquisition.

Private M&A in Hong Kong includes practical examples and explanatory notes to exemplify the procedures and issues in private M&A investments, and illustrates the key considerations involved in such transactions.

This book will be a good resource for anyone seeking to understand the main issues, common procedures and documentation involved in private M&A transactions in a common law jurisdiction.
1. Share Purchase Overview
2. Heads of Terms
3. Exclusivity
4. Confidentiality
5. Break Fees
6. Due Diligence
7. Sale of a Company by Auction
8. Setting up a Data Room
9. Disclosure
10. Share Purchase Agreement
11. Consideration
12. Warranties and Indemnities
13. Transfer of Shares
14. Refusal to Register a Transfer of Shares
15. Listed and Public Company Issues
16. Financial Assistance
17. Competition Law Issues
18. Environmental Law Aspects
19. Stamp Duty Issues
Appendix 1: Financial Assistance - Checklist
Appendix 2: Transfer Flow Chart
Simon Luk is a partner in Winston & Strawn's Hong Kong office and is chairman of Winston & Strawn's Asia practice. His practice focuses on international corporate securities. Simon has from 2006 through 2011 been recognised as a leading lawyer for private equity, and has also been named the leading lawyer in the field of Asian capital market lawyers. A frequent speaker and writer on the topic of private equity, Simon Luk is well-placed to authoritatively lay out the foundations of Private Equity practice in Hong Kong and China.

Winston & Strawn is an international law firm with more than 900 attorneys spread over 17 offices in Beijing, Brussels, Charlotte, Chicago, Geneva, Hong Kong, Houston, London, Los Angeles, Moscow, New York, Newark, Paris, San Francisco, Shanghai, Silicon Valley, and Washington, DC. Their Taipei office is expected to open in early 2014. Throughout its 160-year history, Winston & Strawn has handled many significant and high-profile matters for its clients.