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    Company investments & joint ventures – Hong Kong

    We have extensive experience of advising in relation to all types of company investment in Hong Kong and joint ventures in Hong Kong, including corporate joint ventures, partnerships, contractual joint ventures, collaboration and co-operation agreements and strategic alliances. We advise across a wide range of industries, such as natural resources, technology, health, telecommunications and broadcasting, film and entertainment, travel and tourism, shipping, food and restaurants.

    Clients receive smart and pragmatic advice from multidisciplinary lawyers with broad transactional experience across joint ventures in Hong Kong and foreign direct investment, capital markets, M&A, competition law, intellectual property licensing, employment law and management incentive schemes. We aim to understand the business drivers and objectives underlying a proposed investment in Hong Kong or joint venture in Hong Kong, working with other professional advisers to set up investment and joint venture structures that meet clients’ legal, operational, accounting, financing and tax needs.

    We provide an insightful and highly personalised service to clients, advising on all aspects of investment in Hong Kong and joint ventures in Hong Kong including initial contributions and on-going funding requirements, board composition and management arrangements, profit extraction, restrictive covenants, minority protections, deadlock resolution (for 50-50 joint ventures), lock-ups, pre-emption rights, tag along and drag along, duration and termination, employee issues and regulatory requirements.

    We negotiate and draft all investment and joint venture documentation, from preliminary terms sheets, confidentiality and exclusivity agreements, to subscription agreements, constitutional documents, shareholder or partnership agreements, as well as ancillary documents that may be required, such as employment contracts, asset transfers, intellectual property licences, and marketing, distribution, licensing and supply agreements.

     

     

    Shareholders’ agreements or articles of association may grant to certain shareholders the right to nominate and elect directors which are typically seen as representing and acting in the interests of the nominating shareholder. It is important however for such directors to be aware of their obligations owed to the company as a whole as opposed to acting solely in the interests of the nominating shareholder. Directors’ duties and obligations derive from numerous sources including the company’s articles of association, common law and applicable legislation, including the Companies Ordinance and the Securities and Futures Ordinance; for listed companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including the Corporate Governance Code and the Model Code for Securities Transactions by Directors of Listed Companies contained therein; the Code on Takeovers and Mergers and the Code on Share Buy-backs; the directors’ Declaration and Undertaking to the Exchange; and the Companies Registry’s Guide on Directors’ Duties.

    In this respect directors failing to comply with their obligations, which derive from the articles of association, common law and legislation, may be subject to civil and/or criminal proceedings. The Hong Kong Companies Registry has set out the following 11 non-exhaustive principles for directors to consider:

    1. Duty to act in good faith for the benefit of the company as a whole
    2. Duty to use powers for a proper purpose for the benefit of members as a whole
    3. Duty not to delegate powers except with proper authorisation and duty to exercise independent judgement
    4. Duty to exercise care, skill and diligence
    5. Duty to avoid conflicts between personal interests and interests of the company
    6. Duty not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law
    7. Duty not to gain advantage from use of position as a director
    8. Duty not to make unauthorised use of company’s property or information
    9. Duty not to accept personal benefit from third parties conferred because of position as a director
    10. Duty to observe the company’s constitution and resolutions
    11. Duty to keep accounting records

    Charltons has extensive experience of advising in relation to all types of company investment in Hong Kong and joint ventures in Hong Kong. We can advise on directors’ duties and obligations.

     

    特码生肖走势:Joint ventures in Hong Kong

    Investment in Hong Kong

    Directors’ duties

    Hong Kong corporate joint ventures in Hong Kong

    Company investment in Hong Kong

    Guide on directors’ duties

    Foreign direct investment in Hong Kong

    Transactional experience across joint ventures

    Company law directors’ duties

    HKG investments

    Corporate Governance Code

    Model Code for Securities Transactions by Directors of Listed Companies
    Directors’ declaration and undertaking to the exchange
    Joint venture documentation
    Directors’ duties insolvency

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  • 苹果高管驳斥iPhone计划报废说 iOS 12就是证据 2019-05-07
  • 热门楼盘趁势而入迎热销 红六月正式上线 ——凤凰网房产天津 2019-04-29
  • 国家税务总局:国地税改革进入具体实施操作阶段 2019-04-28
  • 习近平关于生态环境保护的十个精妙论述 2019-04-28
  • 生态环境部严厉打击转移倾倒固体废物及危险废物 2019-04-27
  • 马克思的每个人全面而自由发展,是人的最高需求层次理论。 2019-04-22
  • 空调还装墙壁上?聪明人都是往这里装,好看又省地 ——凤凰网房产 2019-04-22
  • 这下就真的更加坐实你的老蚕了,所有网友都是见证!想赖都赖不掉了。 2019-04-20
  • 空姐,到底要不要漂亮?-光明时评 2019-04-18
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  • 中国石油呼和浩特石化公司获第十二届人民企业社会责任奖年度环保奖 2019-04-07