Charltons

Corporate Finance & Capital Markets

Charltons’ has extensive experience in Hong Kong corporate finance and capital markets, advising issuers, sponsors and underwriters in securities offerings. We represent sponsors and underwriters as well as companies seeking listing and listed companies carrying out placings, rights issues and other capital raising in Hong Kong and the investment banks involved in such transactions.

We have a track record of acting for companies listing in Hong Kong on the Hong Kong Stock Exchange and are often involved at an early stage in connection with pre-IPO financing and restructuring, as well as any pre-IPO submissions to the Hong Kong Stock Exchange if issues arise relating to suitability for listing.

We also act for sponsors and underwriters on Hong Kong IPOs and are involved throughout the listing process with particular focus on sponsor compliance with the Hong Kong Listing Rules, law and regulation. We have significant experience in assisting sponsors liaising with regulators.

Our experience includes advising on:

• Hong Kong IPOs by companies based in Hong Kong, PRC and other jurisdictions on the Hong Kong Stock Exchange
• Hong Kong IPOs by mineral companies on the Hong Kong Stock Exchange under Chapter 18 of the Listing Rules of the Main Board of the Hong Kong Stock Exchange and ongoing compliance advice for listed mineral companies under the Hong Kong requirements
• capital raising in Hong Kong by way of rights issues, open offers, placing and issues of warrants, convertibles and other debt securities by Hong Kong, PRC and international companies

Mergers & Acquisitions

Mergers and acquisitions (M&A) are at the core of our practice. We regularly advise a wide range of international corporate clients on cross border and multi-jurisdictional M&A transactions, complex joint ventures, disposals and general commercial and corporate governance issues. Our client-focused M&A work is defined by creativity and a commitment to careful planning and coordination throughout.

We have been adviser of choice on a large number of the more complex public and private company Hong Kong M&A transactions, particularly on deals involving an international cross-border or significant PRC dimension. We have advised on significant Hong Kong M&A transactions across a broad section of industries, and are particularly experienced in advising on M&A transactions in the mineral and natural resources sector.

We advise on public takeovers in Hong Kong, including compliance with the requirements of the Hong Kong Takeovers Code, private company acquisitions and disposals in Hong Kong, the PRC and other jurisdictions, transaction structuring, due diligence, private equity and venture capital investments and divestments, direct investment, equity and contractual joint ventures (including, in particular, investment in the PRC) general commercial agreements and documentation, shareholders and management agreement, distributorship agreements, agency agreements, licence agreements, management agreements and outsourcing agreements.

Corporate & Commercial

Charltons has extensive experience of providing strategic tailored advice on the key areas of Hong Kong commercial law transactions, including manufacturing, outsourcing, sales, agency, distribution, franchising, marketing, logistics, licensing, employment, joint ventures and shareholder agreements.

Effective and enforceable commercial contracts are essential to the success of all businesses. The challenge is to properly document relationships with suppliers, customers and other business counterparts while keeping control of costs.

We work closely with clients throughout the life cycle of their businesses and provide insightful Hong Kong commercial law and Hong Kong corporate law advice at critical times of growth and disputes. We focus on the commercial reality underpinning business transactions to provide astute advice that works in real life situations. We will anticipate the issues that need to be addressed and work with clients to solve problems, take advantage of opportunities and control risks.

Our commercial team comprises multi-cultural and multi-lingual lawyers with experience of assisting clients with broad international presence and relationships. We can coordinate multi-jurisdictional legal advice in commercial transactions, offering a single point of contact and integrated legal solutions to the client.

We are particularly strong in China-related commercial transactions. For companies who do business or are planning to do business in China we can provide advice on important issues such as the protection of confidential information, intellectual property protection and enforcement; technology transfers, regulatory matters related to market access and barriers, registration and licensing requirements, and establishing and operating foreign invested enterprises.

Charltons has experience in all areas of Hong Kong commercial law and Hong Kong corporate law. Charltons also has vast experience in China-related commercial transactions.