Welcome to Slotine. Since 2016, we have been helping companies of all sizes navigate complex legal landscapes in Hong Kong and the wider Asia Pacific region.
We serve a broad range of clients, from small or medium-sized local companies, to large firms that are either based in Asia Pacific or are planning to expand within the region. At the heart of everything we do is our multilingual team of French lawyers and Hong Kong solicitors. Together, we offer you expert legal advice characterised by clarity, responsiveness and agility.
We also partner with a wide network of law firms, accountants, tax consultants and company secretaries around the world. This enables us to serve your needs in the best possible way. So whether you need advice about legal documentation, or wish to collaborate with a legal partner who can conduct in-depth research into a complex issue, we are always ready to lend our expertise.
Our approach to our work is underpinned by our three corporate values. These guide us in all our actions, and enable us to serve you in the best possible way, each and every time.
CLEAR
Our emails are easy to understand. We are responsive and communicative. We are also multicultural and multilingual, so our clients are always in the know.
FORWARD-THINKING
We think and plan for the future. With our clients’ ultimate goals in mind, we anticipate action and go the extra mile to keep them prepared every step of the way.
EFFECTIVE
We produce results.
We believe that our people can only achieve the best for you if we provide an environment where they can thrive. So through our team’s collective past experience working in France, London and Hong Kong, we have been able to develop a special culture that is unique to Slotine. Like our values, our culture is supported by three pillars:
THE BEST PLACE TO WORK
Our modern, open-plan office is designed to encourage productivity. The office is very comfortable and is filled with natural light. The space is defined by quality and practicality, and includes large workspaces and a sound-proof room for conference calls and meetings.
TRUSTED RELATIONSHIPS
Our clients turn to us time and time again because we are always ready to stand by them when the need arises. Building lasting relationships is a process that takes years, but our list of satisfied clients continues to grow because of the trust we have earnt from them by dealing with their legal challenges.
A FLEXIBLE APPROACH TO RESOURCES
When we work with you, we consider which team member has helped you in the past, as well as the practice area required and sophistication of any new questions. Work can be split between different team members for more efficiency, and we provide in-depth training to all to ensure whoever takes your case is fully competent and familiar.
Hong Kong is a hub for Asia Pacific, as well as for companies wishing to make global investments. To ensure we can deal with all enquiries and provide the most efficient service, we have developed a strong network of partners to cater to your requests.
Over the years, we have met with many lawyers and professionals in other jurisdictions. We are regularly in contact with correspondents in the United States, Dubai, France, Italy, Germany, Morocco, Portugal, Singapore, Spain and the United Kingdom. The list of jurisdictions where our partners operate grows regularly.
UGGC AVOCATS
Slotine entered into an association agreement with international law firm UGGC Avocats in October 2018. Each firm remains independent but we regularly work together as one team on joint cases, which gives clients the option of having one unique contact person.
INTERNATIONAL ASSOCIATION OF LAWYERS
Slotine is a member of the International Association of Lawyers (UIA), a multilingual, multicultural organisation. It is the only major international lawyers’ organisation to have adopted French, English and Spanish as its working languages. At present, through its collective members (bars, federations and associations) and individual members, UIA comprises around two million lawyers from more than 120 countries.
INTER PACIFIC BAR ASSOCIATION
We are also a member of the Inter Pacific Bar Association (IPBA) and regularly feature on its cross-border committee.
MLS COMPANY SECRETARY (HONG KONG AND SINGAPORE)
MLS Company Secretary and Slotine are independent of each other, and provide support services, such as company secretary (TCSP licence No. 18 in Hong Kong), trademarks registration and contracts management. Maëva Slotine is director and the sole shareholder for both companies.
Mergers and acquisitions are legal as well as financial, social, and tax operations which bring together two companies (merger) or make one company a wholly owned subsidiary of another (acquisition). Both operations resist standardisation due to the uniqueness of each company involved and the variety of applicable rules.
Our firm is mainly assisting clients (purchaser or target) in international transactions, where one of the companies involved is in Hong Kong and the other (or others) in another jurisdiction, notably France. We also assist clients for local acquisitions, between Hong Kong companies.
Lawyers should be involved at the stage of the letter of intent (LOI), sometimes also called indication of interest letter (IOI) to moderate the enthusiasm of both parties (stage 1) – prior to the due diligences (stage 2). After the due diligence stage and possible ensuing renegotiation of the price and/or key terms of the transaction, parties commence negotiating the merger or share purchase agreement as well as all ancillary documents (stage 3). The completion is often perceived as the end of the transaction by the parties, as signed agreements are exchanged, price paid and shares change ownership (stage 4). But the post-completion stage is equally important from a legal and operational point of view (stage 5).
A good letter of intent (LOI) for mergers and acquisitions, like a good term-sheet for start-ups fundraising (TS), like a good or a good memorandum of understanding for a joint-venture (JV), is a good starting point. A poorly drafted term-sheet may lead to nowhere (and more specially here, no merger or acquisition).
A letter of intent is a road-map to realise the transaction. Key terms include the scope of due diligences and other conditions to materialise the transaction, the economic terms offered, subject to said conditions (valuation, price, scope and limitations to the warranties and indemnities), the main provisions of the ancillary agreements considered (amendments to employment agreements, shareholders agreement etc.). Most of the terms are not binding (those listed briefly in the previous sentence). Some terms are binding: confidentiality and timeline.
Among the non-binding provisions of the letter of intent, it is important to formulate the basis for the valuation of the respective companies (merger) or the target (acquisition) which needs to be confirmed by the due diligences. It should state clearly that the valuation will be up for renegotiation in case the due diligences do not confirm such.
Payment can be in cash or shares in the buyer company, thus the LOI or IOI would also need to include the key provisions of the shareholders’ agreement, especially in terms of corporate governance, transfer of shares, liquidity event and possibly deadlock if either party has veto rights.
We regularly coordinate due diligence in Hong Kong and other jurisdiction on top of being in charge of legal due diligence of Hong Kong companies. The areas of law that should be a minimum included in the due diligence are: corporate (review of company secretary files, especially members’ and directors’ resolutions), employment, intellectual property and commercial agreements. For regulated activities, specific review of the compliance documents will also be necessary from the point of view of the buyer.
Due diligence reports have greatly evolved over time. For legal due diligences, it is expected to highlight:
(i) issues which may affect the decision of the buyer (ex. basis for valuation expressed in the LOI not confirmed);
(ii) issues which need to be taken into account prior to completion of the transaction (conditions precedent); and
(iii) points which are recommended for the buyer to anticipate to deal with after the completion.
Those three different categories may by themselves form the due diligence report (executive summary format) or they may form only part of it if the report includes a descriptive part.
Subject to satisfactory due diligence or renegotiation of the price and/or other conditions of the transactions, parties shall thereafter move to the negotiation of the legal documentation.
We focus hereafter on share purchase agreements (SPAs) which are by far more common than mergers in Hong Kong.
A share purchase agreement is a binding agreement to achieve the transfer of ownership and related payments which are the final objectives. But it is rarely sufficient to say that Party A (buyer) will pay the price and Party B (seller) will sign the instruments of transfer and bought and sold notes. Party A will reasonably require representations and warranties from Party B regarding the shares themselves but, equally important, the financial, social, tax and legal situation of the company itself. Although reasonably, Party B will request limitations in time and in scope of the representations and warranties, as well as clear procedures leading to its obligation to pay.
Instead of lengthy explanations, we have provided hereafter definitions of key terms regarding the representations and warranties.
Representations means declarations generally made by the sellers or only some of them, in their capacity of shareholders and the directors of a company regarding its assets, liabilities and the conduct of its affairs.
Warranties means undertakings from the persons making the representations (or only some of them) to indemnify the buyer in case declarations (unspecified) were proved wrong.
Indemnities means undertakings from the persons making the representations (or only some of them) to indemnify the buyer if specified event arises. Indemnities are usually quantified and payable on demand.
Warranty of the warranty means a security given by the warrantors to ensure payment of the warranties and indemnities should they become due. Deferred payments and earn-outs are more and more used as such. More traditionally, it may be a guarantee given by a bank or an individual, or a security (charge or mortgage on assets of the warrantors).
Deferred payment means a payment which is determined at completion but whose due date is postponed to a later date. If a claim made on the basis of the representations and warranties or indemnities become due when the deferred payment is also due, parties may have agreed in advance to set-off both payments.
Earn out means a payment which is determined based on future performance of the target company. It is frequently agreed when one of the sellers remains a key manager of the target company after the acquisition. If a claim made on the basis of the representations and warranties or indemnities become due when an earn-out payment is also due, parties may have agreed in advance to set-off both payments.
Other agreements part of the legal documentation. Other agreements to be entered upon completion shall be negotiated simultaneously to the share purchase agreement. The list typically includes:
The share purchase agreement will necessarily contain a meticulous list of documents to be exchanged at completion. Main objectives are to ensure:
From buyer perspective
From seller perspective
This part is the most tedious but essential to ensure the effectiveness of the transaction. It is unfortunately especially inefficient in Hong Kong as the stamp duty bureau, and banks in particular have their own schedule for handling matters. To avoid major disruptions of business due to delays for the name to register changes in a company’s members and directors, it is crucial to anticipate and put in place alternative strategies.
Due to the inherent complexity of mergers and acquisitions and the negotiations entailed, the basis for invoicing is the hourly rate. Nevertheless, part of the work which does not involve negotiations, can be the subject of fixed fees, for instance legal due diligences work, initial draft and review of the legal documentation with our client (before sending to the other party) are based on fixed fees.
The Employment Ordinance is one of the most liberal regimes for employers worldwide. Yet, together with a number of recent ordinances which provide for protections to individuals in specific situations, employees are not without rights.
Add to this background:
and you end up with a situation which requires legal advice to be untangled without unnecessary risks.
Key points to note:
Details can be found on the government website.
The Labour Tribunal rules are very effective to ensure the respect of the rights of the employees – as meagre as they may seem. Two provisions are specifically effective:
The list below is not exhaustive.
The preparation of the termination – whether on behalf of the employee or the employer – needs to be meticulous to anticipate various issues that may arise, for instance:
A typical situation will be one where the employee was initially hired and employed in a different country and thereafter agreed by addendum to suspend this initial agreement and enter into a new one with a Hong Kong company. What happens when the Hong Kong employment agreement is terminated is a question that can only be answered by reviewing the initial employment agreement and its addendum with local rules in the said foreign jurisdiction.
Another typical situation is where the employee is the beneficiary of an ESOP with a holding company in a foreign jurisdiction.
Our approach is comprehensive (looks at the big picture as well as all components of it), responsive and action-focused.
We look at the big picture and take stock of all components. For employment matters, it means we take in consideration the history and future of the relationship: duration of employment, employment prospect of the employee, financial situation of the employer, etc. And of course, we review in detail the terms of the contract, with reference to the employment ordinance and other statutory protections for employees or else.
We apply the principles of lean manufacturing to our work organization. As far as possible we arrive at the office in the morning with a workload which can be reorganized to commence work on new matters swiftly.
Yesterday’s emergencies have been dealt with yesterday. We are ready for new challenges today.
Good advice does not come in one-size. The meaning and basis for our advice will be laid at in a structured e-mail for relatively straight forward matters or memorandums of various length for complex matters.
Once the course of action has been agreed with you, we’ll assist you to prepare the draft emails, letters, contracts or addendums agreed.
From our experience, the pursuit of the exchange with the other party (ies) in the first person is more likely to produce results than lawyers’ letters. Lawyers’ letters are not the ultimate weapon, they are part of the arsenal. We’ll get litigators involved if and when the prospect of litigation is looming. Our firm is working on a regular basis with litigation departments of larger firms or firms focusing their practice on litigation.
We have created packages (fixed fees) for the following:
Hourly rates apply for more sophisticated cases and a budget can be provided upon demand for significant steps.
We are here to assist and advise you, and avoid any unnecessary stress in these debt collection and shareholders dispute situations. As lawyers, we typically step in when one of the events below arises:
When your firm’s accounting service has already sent numerous chasing e-mails and has not received a satisfactory answer (i.e. payment or settlement plan) or no answer at all, or when the settlement plan agreed has been breached.
Shareholders’ disputes are bad for a company’s business in the sense that they are diverting resources: board discussions become fraught with hidden agendas, strategic and operational decisions are not made, and employees may become disengaged due to the perceived misalignment between shareholders. Complexity often results from the fact that shareholders have more than one hat: they may also be directors, employees, service providers or suppliers.
Seeking advice early on in the dispute to have a check list of options available is advised, before steps are taken which may lead parties to entrenched positions, sometimes based on wrong assumptions. Whether you are a majority or minority shareholder in a corporation and tensions have arisen with the other shareholder, you need to check your rights and those of the other party, before anything else. Our lawyers at Slotine are experienced to deal with these situations and assist shareholders like yourself.
Whether it is for debt collection or shareholders’ dispute, our approach is comprehensive, responsive and action-focused.
We look at the big picture and take stock of all components – it is our duty as lawyers to be holistic in our approach.
For debt collection, it means we take in consideration the history and future of the relationship: new or old client, affiliation (any shareholder in common?), if the outstanding invoice(s) are the last one or a further order have been agreed before they become due. And of course we review in detail the terms of the contract, whether by email only [conflicting] standard terms and conditions of sale and purchase, mix of general terms and condition and specifications, Incoterms, reference to the Model Laws of the United Nations Commission on International Trade Law or else.
For shareholders’ disputes, it means we take in consideration the economic situation of the company as the approach will differ if it is about to close shop, or in negotiations for an upside (merger, acquisition, IPO, investment).
The background and current status of each party is highly relevant as well as the corporate governance practice (the rules and how decisions are indeed made). And of course, we review the articles of associations, the shareholders’ agreement (if any) and other relevant agreements such as agreements between the company and each of the parties to the dispute.
Working around revised corporate governance rules, which may include a reshuffle of the board composition with the replacement of directors or the addition of independent directors, new policies or eventually a new or amended shareholders’ agreement, shall be considered to sort out the dispute and reduce the risk of occurrence of further disputes which may jeopardize the future of the company.
At the end of the day, if shareholders cannot find an agreement to remain shareholders in the company through corporate governance rules enshrined in a new or amended shareholders agreement, or other documents, the way out can only be one of the alternatives below:
Option a: the dissenting shareholder sells its shares to the company or the other shareholders
Option b: the dissenting shareholder sells its shares to a third party
Option c: the dissenting shareholder buys the shares of the other shareholders
Option d: the company is liquidated
Although not all situations can be summed up in such simple terms. It is important to recognize whether a solution can be worked out which supports the future of the company, and with whom.
We apply the principles of lean manufacturing to our work organization. As far as possible we arrive at the office in the morning with a workload which can be reorganized commence work on your matter swiftly.
Yesterday’s emergencies have been dealt with yesterday. We are ready for new challenges today.
Good advice does not come in one-size. The meaning and basis for our advice will be laid at in a structured e-mail for relatively straight forward matters or memorandums of various length for complex matters.
Once the course of action has been agreed with you, we’ll assist you to prepare the draft emails, letters, contracts or addendums agreed.
From our experience, the pursuit of the exchange with the other party (ies) in the first person is more likely to produce results than lawyers’ letters. Lawyers’ letters are not the ultimate weapon, they are part of the arsenal. We’ll get litigators involved if and when the prospect of litigation is looming. Our firm is working on a regular basis with litigation departments of larger firms or firms focusing their practice on litigation.
The method for invoicing will vary depending on the amount of debt to be collected and the volume and complexity of the case. As a rule of thumb, we consider hourly rate is fair and legitimate for debt collection of US$100,000 or above and for shareholders disputes. For smaller amounts of debt to be collected we charge fixed fees or a mix of fixed fees (for the drafting of the letter of demand) and hourly rates (to review the other party’s response and reply).
– debt collection > US$100k: 100%
– [debt collection < US$100k: ]
