Corporate & Commercial Legal Services in Hong Kong

Corporate Governance and Directors’ Duties

With our deep expertise in commercial law services in Hong Kong, we are committed to helping clients stay at the forefront of their industries. Our firm serves as your commercial attorney, allowing you to focus on business growth and development in today’s ever-changing market.

Mergers and Acquisitions

M&A transactions in Hong Kong are regulated under the Companies Ordinance (Cap. 622), the Takeovers Code (administered by the Securities and Futures Commission), and the Securities and Futures Ordinance (Cap. 571). The Takeovers Code applies to acquisitions of 30% or more of a listed company’s voting rights.
The M&A process typically involves due diligence (financial, legal, tax, and regulatory), negotiation of a sale and purchase agreement or scheme of arrangement, satisfaction of closing conditions, and regulatory approvals where required. For listed companies, the Takeovers Panel must approve the transaction, and shareholders must vote on the proposed arrangement.
Key considerations in M&A: Earn-out mechanisms and price adjustments must comply with contractual and tax law. Representations and warranties protect the buyer against undisclosed liabilities. Non-compete and non-solicitation clauses restrict the seller’s post-completion activity. Conduct of business covenants restrict the target’s operations pending completion. Conditions precedent (such as regulatory approval) may delay closing.
TITUS provides end-to-end M&A support: structuring the transaction, conducting or advising on due diligence, drafting transaction documents, managing regulatory approvals, and handling completion.

Joint Ventures and Shareholder Agreements

Joint ventures (JVs) are common in Hong Kong, particularly in real estate development, infrastructure, and financial services. A JV typically involves two or more parties pooling capital and expertise to achieve a common objective.
Shareholder agreements are essential in JVs to protect minority investors and establish governance rules. They typically cover: Shareholder voting rights and board representation. Anti-dilution provisions to protect existing shareholders if new shares are issued. Tag-along and drag-along rights that protect minorities or allow majorities to force a sale. Pre-emption rights that give existing shareholders the right to purchase shares if another shareholder wishes to sell. Deadlock resolution mechanisms, such as shotgun clauses, that allow shareholders to exit if disputes arise.
Under the Companies Ordinance (Cap. 622), certain shareholder agreements that restrict share transfers or voting may need to be registered or may be void if they violate the Ordinance. TITUS helps negotiate and structure shareholder agreements that comply with Cap. 622 and align all parties’ interests.

Corporate Restructuring and Insolvency

Corporate restructuring may involve internal reorganisations (such as share subdivisions or consolidations), external reorganisations (such as schemes of arrangement), or insolvency procedures (such as receivership or liquidation).
Schemes of arrangement under Section 673 of the Companies Ordinance (Cap. 622) allow a company to compromise with its creditors or shareholders. Schemes require court approval and a supermajority vote (at least 75% by value) from each class of creditor or shareholder affected. Schemes are often used in company rescues, mergers, and large debt restructurings.
In insolvency, the Companies Ordinance (Cap. 622) provides for: Winding up (liquidation) — voluntary or by court order. Receivership — a secured creditor appoints a receiver to take control of charged assets. Schemes of arrangement or part 11 procedures under the Companies Ordinance. A director must not allow a company to incur debt while insolvent, and breaching this can trigger personal liability under Section 332H.
TITUS advises on corporate restructuring, scheme preparation, insolvency procedures, and director obligations during financial distress.

Private Equity and Venture Capital Transactions

Private equity (PE) and venture capital (VC) transactions involve investment in private companies in exchange for equity or preferred shares. These transactions are governed by the Companies Ordinance (Cap. 622) and, where applicable, the Securities and Futures Ordinance (Cap. 571) if the company is planning a future public listing.
Key documents in PE/VC transactions include: Term sheets that outline investment terms, valuation, governance rights, and exit provisions. Shareholder agreements that protect investor rights and set governance rules. Share subscription agreements that document the investor’s purchase of shares. Board observer or board seat rights. Liquidation preferences that rank investor returns ahead of common shareholders. Anti-dilution protection. Drag-along and tag-along rights. Management incentive plans (such as option pools) to retain key staff.

TITUS structures PE and VC investments, negotiates investor rights and exit provisions, drafts transaction documents, and advises on compliance with Hong Kong securities laws if a public listing is contemplated.

Regulatory Compliance for Businesses

Beyond the Companies Ordinance (Cap. 622), Hong Kong businesses must comply with sector-specific regulatory regimes. The Competition Ordinance (Cap. 619) prohibits anti-competitive agreements and abuse of market power. Financial services businesses must comply with the Securities and Futures Ordinance (Cap. 571) and rules issued by the Securities and Futures Commission (SFC) or Hong Kong Monetary Authority (HKMA).
Data protection is governed by the Personal Data (Privacy) Ordinance (Cap. 486), which requires companies to handle personal data lawfully and transparently. Export controls under the Import and Export (Strategic Commodities) Regulations may apply to certain transactions involving sensitive goods or technology.
Stamp duty under the Stamp Duty Ordinance (Cap. 117) applies to certain commercial documents, including share transfers (which attract stamp duty at a combined rate of 0.2% (0.1% payable by each of the buyer and seller) and property transactions.
TITUS helps businesses maintain compliance with all applicable Hong Kong regulatory regimes, including licensing requirements, data protection obligations, and transaction-specific compliance.

How TITUS Helps

TITUS offers practical commercial law advice tailored to your business needs. Our services include: Contract drafting and review — ensuring your commercial agreements are clear, enforceable, and protect your interests. Corporate governance — establishing compliance frameworks and advising boards on directors’ duties. M&A structuring and transaction support — from planning through completion. Shareholder disputes — negotiating shareholder agreements and resolving deadlocks. Regulatory compliance — ensuring your business complies with Hong Kong law. Insolvency and restructuring — advising on schemes of arrangement, receivership, and winding-up procedures. Investment structuring — advising PE and VC investors and portfolio companies on transaction terms and governance.
We work in plain English, not legal jargon, and focus on the practical implications of legal risk for your business. Whether you’re a startup seeking venture capital or a multinational managing a complex Hong Kong restructuring, TITUS has the expertise to guide you.