New Member – Anna Bose joins as the Corporate Immigration Expert in the United Kingdom

Leaders in Law, the leading platform in its field, is delighted to welcome Anna Bose as our exclusively recommended & endorsed Corporate Immigration expert in the United Kingdom.

ADBH ADVISORY IS A BOUTIQUE IMMIGRATION PRACTICE REGULATED BY THE OFFICE OF IMMIGRATION SERVICES COMMISSIONER (OISC).

ADBH partners with their clients to provide pragmatic solutions, commercially minded advice, and remove the stress of immigration procedures from clients and assignees.

ADBH work with trusted advisors to provide company incorporation, tax, employment, insurance, recruitment, and other legal services to ensure that their clients have a seamless and consistent client service and approach.

Its principal, Anna Bose, has over 25 years of experience within the immigration services sector. Having started her immigration career with the Home Office, she has worked at two of the “Big Four” accountancy firms – Deloitte and KPMG. She has in-house experience heading up immigration for the UK and EMEA region for Cognizant Technologies during their time of expansion outside of India and the US.

Anna Bose has worked with boutique global immigration practices since 2012. In her 25-year career, she has been the ‘gamekeeper”, the “poacher”, the client, and assignee.

Having provided immigration services within the IT consultancy industry over the last 20 years, she is very aware of the challenges organisations, and clients face.

Hong Kong Listing Rules Changes to Adopt the Treasury Shares Concept

The Hong Kong Stock Exchange (HKEX) has decided to allow resale of treasury shares by listed issuers under certain safeguard measures. The Main Board and GEM Listing Rules will be amended accordingly with effect from 11 June 2024.

Under the existing Listing Rules, all shares repurchased by listed issuers must be cancelled. After consulting the public on the proposed removal of such cancellation requirement in the last quarter of 2023, the HKEX issued the consultation consultations in April 2024.

The key highlights are:

  • Listed issuers will no longer be required to cancel repurchased shares and may hold the repurchased shares as “treasury shares” if the laws of their incorporation jurisdictions and their constitutional documents so allow.
  • Listed issuers should provide appropriate instructions to the relevant parties (e.g. share registrars, brokers) to ensure that treasury shares are appropriately identified and segregated.
  • A resale by the listed issuer of its treasury shares will be subject to pre-emption similar to an issuance of new shares, i.e. the treasury shares shall be offered to all shareholders on a pro-rata basis. If they are not to be re-sold on such basis, the resale must have been approved in advance by its shareholders in a general or a specific mandate.
  • An on-market resale of treasury shares under a general mandate shall not be at a discount of 20% or more of the higher of (i) the closing price on the trading day immediately prior to the resale and (ii) the average closing price in the five trading days immediately prior to the resale. An off-market resale of treasury shares under a general mandate for cash consideration shall be subject to the same price discount limit applicable to an issuance of new shares.
  • A share scheme using treasury shares to satisfy share grants shall be subject to the same requirements as a share scheme funded by new shares under Chapter 17 of the Main Board Listing Rules or Chapter 23 of the GEM Listing Rules.
  • Certain existing Listing Rules requirements applicable to an issuance of new shares will be extended to a resale of treasury shares, including the relevant connected transaction, disclosure and documentary requirements.
  • Currently, a listed issuer shall not issue new shares for a period of 30 days after any repurchase of shares. Such 30-day moratorium period will be extended to any resale of treasury shares (whether on or off-market) with the carve-outs of (i) capitalisation issues e.g. bonus issues and scrip dividends, (ii) grants of share awards or options under a share scheme and (iii) issue of shares or a transfer of treasury shares upon vesting or exercise of share awards or options under the share scheme.
  • A listed issuer whose primary listing is on the HKEX shall not repurchase its shares on the market for 30 days after any on-market resale of treasury shares.
  • A listed issuer shall not repurchase its shares on the market during the period of one month prior to its board approving the annual or interim results. Such dealing restriction will also apply to on-market resales of treasury shares but the restricted period will be adjusted to from one month to 30 days.
  • A new listing applicant must disclose details of its treasury shares held in its prospectus. It shall not re-sell any of its treasury shares within six months after listing… READ FULL ARTICLE

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

By: Rossana Chu

Invest in SA: Risks, Mitigation & Mechanism

Investment in renewable Energy

News Update: Promotions at LexStart Partners

LexStart Partners, a boutique law firm exclusively focusing on the early-stage ecosystem in India, unveils significant promotions for the fiscal year 2024.

Smita Reddy, boasting 12 years of experience in general corporate advisory, rises to Partner. Leading the General Corporate Team, Smita advises a diverse clientele on contracts, structuring, transactions, employee documentation, and labor law-related matters.

Anubhuti Gandhi, from the transaction advisory team, and Ritu Bagaria, from the commercial contracts team, have been promoted to Principal Associates from Senior Associates. Additionally, the firm has made five Associate-level promotions.

Anisha Patnaik, Managing Partner said, “We’re excited to share news of these promotions at LexStart Partners. Each person has shown remarkable dedication and skill in their work. Congratulations to all on this well-deserved recognition!”.

With a proven track record of assisting over 750 startups globally and consistently securing a top 10 position in India’s law firms by deal counts for two years, as per the Venture Intelligence League Tables, LexStart Partners reaffirms its commitment to delivering top-tier legal support tailored to the dynamic needs of the startup ecosystem under the leadership of Managing Partner Anisha Patnaik.

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Details of the promotees:

  1. Smita Reddy – Partner
  2. Anubhuti Gandhi – Principal Associate
  3. Ritu Bagaria – Principal Associate

Hong Kong consultation on regulatory regime for stablecoin issuers

The Financial Services and the Treasury Bureau of the Hong Kong government and the Hong Kong Monetary Authority (HKMA) conducted public consultations in December 2023 on a proposed regulatory regime for stablecoin activities in Hong Kong that would be effected by new legislation.

Scope of proposed regime

The proposed regime covers any fiat-referenced stablecoin (FRS), which is defined as a cryptographically secured digital representation of value that purports, among its features, to maintain a stable value with reference to one or more fiat currencies, except for items already covered by other regulatory regimes, such as deposits. This definition also excludes stablecoins that are referenced to precious metals or other assets.

The two types of activities to be regulated are:

  1. FRS issuance, including: (i) issuing an FRS in Hong Kong; (ii) issuing an FRS with reference to the value of the Hong Kong dollar (regardless of whether the issuance is in Hong Kong); and (iii) active marketing of an FRS issuance to the Hong Kong public; and
  2. FRS offering, including: (i) offering an FRS in Hong Kong; and (ii) active marketing of the offering to the Hong Kong public.

Engaging in such regulated activities without the relevant licence or authorisation will constitute a criminal offence. The HKMA will administer the proposed FRS-issuer licensing and regulatory regime.

FRS issuance

It is proposed that all FRS issuers be licensed by the HKMA. The licensing requirements would include:

  • The value of the reserve assets backing the FRS must be always at least equal to the par value of the FRS in circulation. Issuers that derive FRS value from arbitrage or algorithm will not be granted licences.
  • The reserve assets (normally in the referenced currency) must be of high quality and high liquidity, with minimal market, credit and concentration risks.
  • An effective trust arrangement is required such that the reserve assets of the FRS are segregated from the issuer’s other assets, put in segregated accounts maintained with licensed banks in Hong Kong, or placed under other custodial arrangements approved by the HKMA, and are available to satisfy FRS redemptions.
  • The FRS issuer must have adequate policies, guidelines and controls for managing all investment activities of the reserve assets to ensure funds are available to satisfy redemption requests.
  • Any income for or loss from the reserve assets (e.g. interest payments, dividends or capital gains or losses) must be attributed to FRS issuers, but FRS issuers must not pay interest to FRS holders.
  • An FRS issuer must be a company incorporated in Hong Kong. Its chief executive, senior management team and key personnel must be based in Hong Kong and exercise effective management and control of the company’s FRS issuance and related activities.
  • An FRS issuer’s minimum paid-up share capital is either HKD25 million (USD3.2 million) or 2% of the par value of FRSs in circulation, whichever is higher. The HKMA may impose a higher level of paid-up share capital requirement.
  • FRS holders should have the right to redeem their FRS at par value in the relevant currency referenced by the FRS on a timely basis, without having to pay undue costs and without being subject to unreasonable redemption conditions (e.g. a very high minimum threshold amount).
  • Appropriate risk management processes and measures must be in place, e.g. adequate security and internal controls to safeguard the integrity of data and systems, effective fraud monitoring and detection measures, technology risk-management measures, and robust contingency arrangements to address operational disruptions.
  • Adequate and appropriate systems of control must be in place to prevent and combat possible money laundering and terrorism financing.
  • The FRS issuer must seek the HKMA’s approval before commencing any new line of business. In any event, it should not carry on lending and financial intermediation, or conduct other Hong Kong regulated activities.
  • It must publish a white paper to disclose general information about itself, FRS holders’ rights and obligations, a stabilisation mechanism, reserves management arrangements, the underlying technology, risks and redemption policies and processes.
  • The total amount of the FRS in circulation, the mark-to-market value of reserve assets and the composition of reserve assets must be disclosed regularly to the public.
  • The FRS issuer must submit audited financial statements to the HKMA annually.

FRS offering

FRS can be offered in Hong Kong only by licensed FRS issuers and other regulated entities, such as… READ FULL ARTICLE

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

By: Rossana Chu

 

 

 

New Member – Hélène Jonker joins as the Immigration Law Expert in the Netherlands

Leaders in Law, the leading platform in its field, is delighted to welcome Hélène Jonker as our exclusively recommended & endorsed Immigration Law expert in the Netherlands.

With more than 25 years of professional experience in Dutch Immigration Law, Hélène Jonker builds and maintains trusted relationships based on her deep content knowledge of complex immigration law. She mobilizes, influences and guides others to achieve this goal and identifies the strengths of her team. Driven by her enthusiasm and strengthened with an inquisitive nature, Hélène creates a productive work environment with direct lines of communication and ensures that the work is done.

Hélène Jonker is a true people leader. Hélène’s content knowledge and skill, together with her multi-cultural experience enables her to communicate with both senior executives, clients, foreign nationals, and always with a critical focus on Dutch Immigration Law. Hélène is ambitious, realistic, enthusiastic, with experience in leading, managing, coaching and energizing heterogeneous teams and individuals.

Firm Description

Legal Crossing is a dynamic firm specialised in Dutch immigration law. We are a true partner to multinationals, large firms, small companies and individuals.

With more than 25 years of experience we are able to provide complex legal immigration advice. This includes expert guidance in obtaining the required work- and residence authorisation to filing appeals in rejected procedures as well as high level advice on the consequences of retaining your legal residence after a break-up or divorce. We are able to investigate the extent of immigration compliance and recommend best practices for clients based on the size, type and industry of the organisation. We are well known and appreciated for our professional but personal approach and outstanding international orientation.

Corporate Clients

We maintain a close working relationship with leading international law firms and Dutch governmental organisations. Our business model ensures that we are positioned to go direct to the source for specialist requirements and as such we are able to work without middlemen. In turn our clients benefit from our efficient operating model and competitive fees.

Private Clients

Over the past few years we have built up a vast portfolio of clients ranging from the most straight forward and simple applications for residency to extremely complex Dutch immigration law matters for people from a wide diversity of countries all over the world. In each instance Legal Crossing has always been a trusted and reliable partner in immigration law matters for all its clients.

New Member – Nathalie Dreyfus joins as the Trademark Law Expert in France

Leaders in Law, the leading platform in its field, is delighted to welcome Nathalie Dreyfus as our exclusively recommended & endorsed Trademark Law Expert in France.

Founder and managing Partner of Dreyfus Law firm, an Intellectual Property Law Firm, Nathalie is a French and European Trademark Attorney.

In a career spanning over three decades, Nathalie has emerged as a leader in Intellectual Property with an experience encompassing all Intellectual Property areas, including trademarks, domain names, designs and models, copyrights, patents, software contracts, litigation, E-commerce, unfair competition, new technologies, Web 3.0 and NFTs as well as their protection, valorization and defense.

Nathalie is a renowned expert consultant to the French Supreme Court (Cour de cassation) and the Paris Court of Appeal. She serves as a Panellist at the WIPO Arbitration and Mediation Center and the NAF (National Arbitration Forum). Her expertise lies in Trademarks, domain names and the broader Intellectual Property fields. Nathalie has built an unparalleled reputation for advising and assisting clients in safeguarding and strengthening their Intellectual Property rights in both the physical and digital realms. Her areas of specialisation include dispute resolution, anti-counterfeiting measures, technology transfer, and UDRP proceedings. Under her guidance, the firm has achieved great success in protecting and enhancing intellectual property rights.

Enlightened Leadership

Nathalie works as an adjunct professor at the French National School of the Judiciary because she loves to share knowledge. She authored four books and frequently contributes to legal publications catering to professionals in the field. As a skilled and compelling speaker, Nathalie is often invited to address both national and international forums. Her profound insights and ideas on Trademarks, domain names, patents, copyrights, Internet and new technology law have garnered recognition, leading to invitations to speak to various stakeholders at prominent international gatherings.

With a team of skilled, experienced and passionate experts who work hand in hand with an international network of equipped specialists, Nathalie ensures that clients ranging from luxury brands to start-ups are provided with the best solutions.

Nathalie enjoys the trust of domestic and International clients who rely on her in-depth comprehension of the industry’s crucial factors and the underlying scientific principles. Business-minded, cost-conscious and a thought leader, Nathalie is always ready to take challenges head-on and a shift paradigm.

Hong Kong voluntary code of conduct for ESG ratings and data products providers

The Securities and Futures Commission of Hong Kong (SFC) is sponsoring the International Capital Market Association (ICMA) to form a working group to develop voluntary code of conduct for environmental, social and governance (ESG) ratings and data products providers to provide ESG products and services in Hong Kong.

Greatest concerns

In 2022, the SFC conducted a survey to understand the business concerns over ESG products and services. In the SFC’s report on such survey published in October 2023, certain findings worthy of attention were highlighted such as:

  • ESG service providers use different approaches in sourcing data. Some also employ unique and proprietary methodologies to bridge any data gap or derive their ratings products. Therefore, ESG products from different providers for the same covered entity may not be correlated and comparable with each other.
  • Data unavailability and the quality of data being disclosed by covered entities are the most common challenges for ESG service providers.
  • There is, generally, a lack of standardised corporate sustainability disclosure standards in the market.
  • The major concerns of asset managers and other users of ESG products are also data quality and coverage, including the insufficiency of data on private companies and emerging markets.
  • Another challenge facing the asset managers is the lack of transparency on the part of ESG service products, e.g. their methodologies, assumptions, sources of raw data and pricing frameworks. Thus, asset managers have to conduct due diligence on the ESG service providers.
  • Certain asset managers even have their in-house ESG specialists, responsible for analysing the information provided by ESG service providers (i.e. not wholly relying on the service providers) before investment decisions are made.
  • Some asset managers may formulate ESG ratings for internal use or for their clients by utilising their own methodologies.
  • Conflicts of interest is another concern. Some asset managers worry about the possibility that an ESG service provider downgrades a covered entity’s ESG rating, while its business line subsequently solicits business with the downgraded entity.

The SFC concludes that the data availability and reliability issue stems from the lack of a standardised corporate sustainability disclosure framework. In this regard, the SFC envisages that the introduction of the International Sustainability Standards Board (ISSB) sustainability-related corporate disclosure standards and its collaboration with local stakeholders (including the Hong Kong Stock Exchange) to develop a comprehensive roadmap for adopting the ISSB standards in Hong Kong will help narrow the data gap gradually. However, these efforts may not address the lack of data on private, unlisted enterprises which do not have to attract investments from funds or asset managers.

The working group is established to address the other concerns by way of introducing “voluntary” code of conduct. This approach is also taken by the UK, Singapore and Japan, while the European Union elects to expand its regulatory remit to cover ESG service providers.

Tackling the issue

The SFC is the sponsor of the working group, while the ICMA acts as the secretariat. Its members include ESG service providers, asset managers, financial institutions and Hang Seng Indexes Company Limited. The Hong Kong Monetary Authority and the Insurance Authority sit as observers.

The objectives of the working group include…READ FULL ARTICLE

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

By: Rossana Chu

New Member – Evi Papacleovoulou joins as the Property Law Expert in Cyprus

Leaders in Law, the leading platform in its field, is delighted to welcome Evi Papacleovoulou as our exclusively recommended & endorsed Property Law Expert in Cyprus.

Evi Papacleovoulou obtained her Bachelor degree, after receiving her Letters of Law (LLB) with Honors from Kings College, University of London and continued her studies with the same university and obtained a Master of Letters of Law (LLM) in European Union Law and Taxation with merit Evi has furthered her education in Zurich having completed the International Post Graduate Tax Law Program. Evi Papacleovoulou is an accredited Arbitrator with the Charter Institute of Arbitration of London and Mediator and a certified Documentary Credit Specialist from the Chartered Institute of Financial Services from the School of Finance and the International Financial Services Association, endorsed by the International Chamber of Commerce (ICC) she further Certified in International Trade and Finance from IFS School of Finance, United Kingdom. She was admitted to the Cyprus Bar Association as an Advocate in Cyprus and has served in various committees of the Cyprus Bar Association ever since she jointed.

Evi is a practicing litigation advocate and she has litigated in all the benches of the Courts and the Supreme Court of Cyprus. Evi is a full member of the Society of Trust and Estate Practitioners, who currently serves as the secretary of STEP Cyprus. She is a full Member of the Chartered Institute of Arbitrators and a qualified Mediator in Cyprus. Evi is a Member of the Association of International Arbitrators in the United Kingdom with experience in international arbitration and mediation, Member of the International Association of Risk and Compliance Professionals, Member of the Institute of Directors for directorship, management and leadership for public and listed companies, Associate member of the Chartered Institute of Tax Advisors of the United Kingdom, Member of the Society of Corporate Compliance and Ethics of the United States, Member of the Chartered Institute of Legal Executives of the United Kingdom. Evi practices law via Law Chambers Nicos Papacleovoulou LLC a law firm established and working in Cyprus for almost half a century now, in an array of fields of law with Trusts, Company Law, Commercial Law Conveyancing and Property transactions Administration of Probates and Wills. Evi lectures since 2018 as an Academic Scientific Member of teaching of Staff to Universities with subject Company and Commercial Law and sub subject Anti-Money Laundering, Trusts, Estate and Administration Contract law and Business transactions.

Firm Description

Premier Legal Expertise in Cyprus – Your Trusted Law Firm

Welcome to our distinguished law firm in the vibrant heart of Cyprus, where we offer an extensive range of legal services tailored to meet the needs of both local and international clients. With a legacy built on integrity, professionalism, and excellence, we are committed to providing the highest standard of legal support.

Comprehensive Legal Services

Our team of seasoned lawyers is well-versed in Cypriot law and is equipped to handle a variety of legal matters. We offer expert advice and representation across multiple domains: Real Estate and Property Law: Whether you’re buying or selling property in Cyprus, our legal experts can guide you through the intricacies of property law, including title searches, property disputes, lease agreements, and property management. Corporate and Commercial Law: From company formation to complex mergers and acquisitions, we provide strategic legal solutions to businesses of all sizes.

Our services encompass corporate governance, compliance, due diligence, and contract negotiation, ensuring your business interests are robustly protected. Banking and Finance Law: We advise on a wide range of financial matters, including banking operations, financial services regulation, capital markets, and secured transactions. Our clients rely on us for sound legal advice in complex financial negotiations and transactions. Intellectual Property Law: Safeguard your intellectual property with our comprehensive services, including trademark and patent registration, IP litigation, and licensing agreements. Our attorneys ensure your innovations and creative works are legally protected. Immigration Law: Navigate the complexities of Cyprus’s immigration system with confidence. We assist with visa applications, residency permits, naturalization, and citizenship by investment programs. Let us help you establish your life or business in Cyprus.