HONG KONG HK

K&L Gates Expands Hong Kong Office With Former Orrick Team

K&L Gates has recruited a team of three partners specializing in an integrated funds and private equity practice.

Sook Young Yeu, Scott Peterman and William Ho all join from Orrick Herrington & Sutcliffe, which has decided to close its Hong Kong office. Yeu and Peterman, both funds specialists, were partners with Orrick while Ho, who advises on private equity transactions, was of counsel with the firm. The trio are joined by two associates at K&L Gates.

Yeu, who led Orrick’s Hong Kong office since joining in 2005 through Orrick’s takeover of legacy Coudert Brothers’ China offices where she had been practicing since 1989. She’s advised Asian investors on investing U.S. and other cross-border funds and on private equity investment.

Peterman has an active fund formation practice advising the structuring of various private, investment and real estate funds. Last year, he advised Hong Kong-based fund manager Pacific Hawk Ltd. on launching the first open-ended fund in the city following legislative change. He joined Orrick in 2017 from Jones Day where he was of counsel. Before that, he was a partner with Sidley Austin.

Ho focuses his practice on advising private equity houses and companies on fund raising transactions, investments and mergers and acquisitions. In May, he advised Taiwan-based live streaming site operator M17 Entertainment Ltd. on a $26.5 million Series D from investors including Singapore-based venture capital fund Vertex Growth Fund. Ho joined Orrick in 2018 from Paul, Weiss, Rifkind, Wharton & Garrison where he was an associate for three years. Earlier in his career, he trained and practiced with Slaughter and May.

The trio bring in-depth industry experience in the technology, media, telecommunications, and fintech sectors, said David Tang, K&L Gates’ Hong Kong-based Asia managing partner, in a statement. “The additions of Sook, Scott, and Will significantly broaden and deepen our funds and private equity practices in Asia,” he said.

Last year, K&L Gates added in Hong Kong capital markets partner Guiping Lu from elite Chinese firm Haiwen & Partners.

Simpson Thacher Adds To London M&A With Gibson Dunn Partner

Simpson Thacher & Bartlett has made a rare lateral partner hire in London, bringing in private equity partner James Howe from U.S. rival Gibson Dunn.

Howe is set to join Simpson Thacher after four years at Gibson Dunn, which he joined in 2016 from Proskauer Rose.

He is the latest addition for the usually lateral-averse Simpson Thacher in London, though the firm brought on board Linklaters’ former global tax head Yash Rupal as a partner in February.

The firm’s last heavyweight hire prior to that was in 2018, when the firm hired Clifford Chance M&A infrastructure partner Amy Mahon to its ranks following a trend of recruiting from the Magic Circle firm, where the firm’s London managing partner Jason Glover joined from in 2010.

Glover said in a statement: “Given his experience advising many of the most sophisticated private equity sponsors on a wide range of high-profile transactions, James is a perfect fit for the firm.

“His dealmaking prowess further bolsters our existing top-notch global private equity mergers and acquisitions capabilities, adding further depth to our extraordinarily talented bench of lawyers in London.”

Gibson Dunn has seen several exits from its London office in recent months, including leveraged finance partner Amy Kennedy who joined Akin Gump Strauss Hauer & Feld in March, and corporate partner Jonathan Earle, who left the firm at the beginning of 2020.

 

DLA Piper Boosts Australian Restructuring Practice

DLA Piper has hired restructuring partner Lionel Meehan for its Melbourne office ahead of an expected spike in pandemic-related restructures.

Meeham, who starts on August 1, joins from his own boutique insolvency and restructuring firm Edwin Legal. He has experience in financial restructuring, large-scale insolvency and commercial law, and knowledge across the resources, construction, financial services and fintech sectors, DLA Piper said.

Before founding Edwin Legal in October last year, Meehan was a partner at Ashurst in Australia for a decade and a senior associate at Freshfields Bruckhaus Deringer in London for five years.

“Given the current global economic conditions and the recently announced temporary changes to Australian insolvency laws in response to the COVID-19 pandemic, we expect to see an increase in global restructuring activity,” said DLA Piper’s managing partner in Australia, Amber Matthews.

“Lionel will form a key part of our international restructuring practice, supporting clients across the Asia Pacific region.”

Meehan’s experience in front-end restructuring and special situations, as well as transactional banking and back-end insolvency, will be a valuable addition to DLA Piper’s Australian and global Restructuring practice, said firm’s Australia head of finance, projects and restructuring in Onno Bakker.

Bird & Bird to Close Berlin Workspace Due to COVID-19 Impact

Bird & Bird is closing its Berlin base due to the impact of COVID-19, a spokesperson confirmed on Tuesday.

The space, leased from a co-working provider, MindSpace, is located in Berlin’s Friedrichstrasse, near to the Brandenburg Gate.

Since the office was slated to house lawyers with business in Berlin temporarily, there are no job cuts associated with the closing of the space, according to the spokesperson.

The firm opened the base just over a year ago. It said at the time it would be used for client meetings and as a venue for conferences and events.

Bird & Bird has permanent German offices in Düsseldorf, Munich, Frankfurt and Hamburg.

Goldman Sachs to pay $3.9B settlement in Malaysia 1MDB corruption case

The Malaysian government announced Friday that Goldman Sachs has agreed to a total settlement of USD $3.9 billion in the 1Malaysia Development Berhad (1MDB) corruption scandal. In return, the government will dissolve all the criminal charges and proceedings against the firm. The agreement includes a $2.5 billion cash payout by the investment bank and a guarantee to return at least $1.4 billion in proceeds from assets seized by authorities all over the world in relation to this scandal.

Goldman had raised $6.5 billion for 1MDB by arranging three bond sales in 2012 and 2013. Malaysian government officials, including former prime minister Najib Razak, had allegedly siphoned money from the state investment fund. Consequently, the Attorney General of Malaysia instituted criminal proceedings against the Goldman Sachs subsidiaries in December 2018.

The US Department of Justice (DOJ) had finalized a settlement agreement with Malaysian authorities in October 2019. The DOJ had recovered $700 million from Low Taek Jho, who was the mastermind behind the scheme. Combining all the agreements, the Malaysian government will now receive over $4.5 billion. Minister of Finance Tengku Dato’ Sri Zafrul Aziz said, “This settlement represents assets that rightfully belong to the Malaysian people. We are confident that we are securing more money from Goldman Sachs compared to previous attempts, which were far below expectations.”

2020 Global Awards are LIVE

We have presented these prestigious Leaders in Law – 2020 Global Awards to our selected winners in recognition of both their excellent service & expertise in their field.

We have undertaken detailed research using our independent team to enable us to create a shortlist of up to 5 potential winners in each category. The shortlisted parties have been carefully scrutinized. We focus on service range, service type, geographical location, geographical location, how the business operates and the expertise each expert or firm can offer to companies that either trade or may want to trade in their chosen jurisdiction.

An independent awards panel in each country then reviews the shortlisted experts/firms and then chooses the eventual winner in each category.

To view the Leaders in Law 2020 Global Awards and Winners, please view the “Leaders in Law 2020 Global Awards” publication on the AWARDS page.

New Supreme Court Rulings on Immigration

Employers that hire foreign workers may have a hard time filling certain job slots soon, if recent action by the Trump Administration survives legal scrutiny. The affected foreign workers are those who have been able to come to the United States using several categories of work visas. In late June, President Trump signed an executive order suspending applications for:

  • H-1B visas for professionals,
  • H-2G for temporary, non-agricultural employees,
  • L-1A and L-1B visas for intracompany transfers, and
  • Certain J-1 exchange visitors (including interns).

The suspension affects foreign nationals outside the United States who are in the process of seeking those visas or were planning to start the process. It’s scheduled to end on Dec. 31 but could be extended. Foreign citizens overseas who had already obtained those visas prior to the executive order that took effect June 24 aren’t impacted (whether they’re still abroad or currently in the United States).

Visa Suspension Exemptions

Exceptions will be made for foreign nationals who qualify for an as-yet undefined “national interest” exemption. The executive order did establish several exemption categories, however. Those include people who are:

  • Necessary to facilitate the immediate and continued economic recovery of the United States,
  • Involved in the provision of medical care to hospitalized victims of COVID-19,
  • Involved with the provision of COVID-19 research at U.S. facilities, or
  • Critical to the defense, law enforcement, diplomacy or national security of the United States.

The goal of the order is to expand employment opportunities for U.S. citizens. It’s anticipated that employers seeking certain kinds of technical workers may circumvent the order by retaining needed talent via remote working arrangements.

DACA Basics

Meanwhile, a U.S. Supreme Court ruling involving a program of deferred action for childhood arrivals (DACA) recipients, also known as “dreamers,” gave at least a temporary reprieve to those individuals. These are primarily children of undocumented immigrants from Mexico who were under age 16 when they arrived in the United States and have lived here since prior to June 15, 2007. DACA status protects nearly 650,000 people with an average age of 26, according to the U.S. Citizenship and Immigration Service.

Under the DACA program, established in 2012, covered individuals need to reapply for permission to remain in the U.S. every two years. When enacted, the policy’s goal was to buy time for these individuals pending a permanent resolution by Congress of how their immigration status should be handled. In 2017, President Trump suspended the DACA program, and that decision had been challenged in federal courts.

The Supreme Court ruled that when it sought to end the DACA program, the Trump Administration failed to meet the requirements of the Administrative Procedures Act, a law that requires detailed justification for such actions. In principle, the Trump Administration could renew its effort to end the DACA program by fleshing out the documentation of its rationale for ending the program. However, it’s not expected that the matter could be resolved prior to the presidential election in November.

What the DACA Ruling Could Mean for You

The upshot for employers of DACA status recipients is that those employees are less likely to face deportation in the short run. When they join a new employer, DACA recipients have the same obligation to complete an I-9 employment eligibility verification as everyone else.

That means, assuming the employee provides valid documentation, employers will know of an employee’s DACA status and keep tabs on when the DACA recipient’s protected status needs to be renewed. But given the possibility of a restoration of the decision to end the DACA program down the road, some employers might encourage DACA recipients to seek reauthorization of their status well in advance of the expiration of their current authorization period.

Prior to the Supreme Court’s ruling, if an employee’s authorization to live in the U.S. has expired, employment must be terminated. However, employers must take care to avoid treating suspected DACA status employees differently than other employees by requiring them to furnish documents not on the I-9 form’s “acceptable list.”

Gay, Transgender Discrimination Ruling

The Supreme Court’s high-profile ruling in Bostock v. Clayton County involving workplace protections from employment discrimination against gay and transgender employees might have broader implications than the specifics of the cases underlying the ruling. Three cases were folded into the opinion; each involved the termination of either a gay or transgender employee.

The Court, by a 6-3 vote, held that the firings violated Title VII of the Civil Rights Act’s ban on employment discrimination “because … of sex” language. Originally that provision of the law was interpreted only as banning discrimination “against women because they are women and men because they are men.” Over time the courts attached a broader meaning to that key phrase, while it also ruled in opposition of discrimination against homosexuals in other contexts, including marriage.

The Court explained its logic this way. Consider the case of two employees. One is a man attracted to men, and the second employee is a woman attracted to men. Both employees are attracted to men. However, the first employee is fired for no reason other than his preference for men, but the second employee who exhibits the same behavior is not. That constitutes discrimination “because of sex,” the Court concluded.

For employers in the 23 states and hundreds of cities and counties that already ban employment discrimination against gay and transgender people, the Bostock v. Clayton County ruling may be a non-event. Nevertheless, employers in all states may want to review their policies, employee handbooks and manager training programs to ensure consistency with this opinion. Also, it’s possible that the ruling will ultimately have spillover impact in other employment-related areas not covered by Title VII, including employee benefits.

Final Thoughts

Sooner or later, most employers will encounter questions about various types of discrimination. Some areas are clear and some are evolving. Don’t take chances. If you’re not certain, consult your employment attorney for details and guidance.

HONG KONG HK

A pathway to citizenship for millions in Hong Kong

The prime minister, Boris Johnson, has announced the move in response to new national security legislation imposed on the territory by China. Speaking during PMQs today, Boris said the legislation “constitutes a clear and serious breach of the Sino-British joint declaration”.

It had been made clear by the UK Government that if China continued down this path the UK would introduce a new route for those with British national overseas status to enter the UK granting them limited leave to remain with the ability to live and work in the UK and thereafter to apply for citizenship.

The UK handed Hong Kong back to China in 1997. Anyone born in the territory before then is eligible for a British National (Overseas) passport – or BNO.The “bespoke” new arrangement is to be implemented in the coming months and would grant BNOs five years’ limited leave to remain in the UK.

They would then be eligible to apply for settled status and would be able to apply for citizenship after 12 months with that status.There would be no quotas on numbers. As of February, there were nearly 350,000 BNO passport holders, while the Government estimates there are around 2.9 million BNOs living in Hong Kong.

If you are unsure of the most preferable option for you and your individual circumstances contact Bermeet.chhokar@herrington-carmichael.com to arrange an informal chat.

This reflects the law at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought as appropriate in relation to a particular matter. 

Vietnam Adopts Amended Law on Enterprises and Law on Investment

On June 17, Vietnam’s National Assembly (NA) passed the amended Law on Investment and Law on Enterprises, both of which will take effect on January 1, 2021.

The amended Law on Enterprises simplifies the business registration process, redefines state-owned enterprise (SOE), and excludes household business from the scope of the current law. The amended Law on Investment provides updates on conditional business lines, investment incentives, support mechanisms while removing administrative approval for certain types of investment projects.

To understand the changes, Vietnam Briefing discusses these key updates in detail:

Changes to the Law on Enterprises

  1. Removal of seal specimen

The amended Law on Enterprises removes the procedure to notify the seal specimens, including the carving seal and digital signatures, to the Business Registration Authority (BRA). Additionally, enterprises are allowed to decide on the type, number, form, and content of the seals for its branch, representative offices (ROs) and other units without notifying the BRA.

The requirement on changes to the personal information of a businesses’ manager has also been removed.

  1. Separate law for household businesses

Due to the differences between household businesses and enterprises, the NA voted to form a separate law for household business. Until this law is issued, the government will oversee regulations related to household businesses.

  1. New definition of SOE

Enterprises with more than 50 percent of the charter capital owned by the State will be considered SOEs as compared to the current ratio of 100 percent. Article 88 of the Law on Enterprises also divides types of SOE according to the different levels of ownership.

  1. Protection for minority shareholders

The revised law removes the requirement that a shareholder or a group of shareholders must hold ordinary shares for at least six consecutive months to exercise the rights of shareholders. Moreover, shareholder(s) that own five percent or more of common shares have the following rights:

  • Review, search, and extract the minutes’ books and resolution, decisions of the Board of Directors, financial statements, except documents related to trade and business secrets;
  • Request a convening of a general meeting of shareholders in some specific cases; and
  • Request the Supervisory Board to examine each specific issue related to management and administration when deeming it necessary.

Changes to the Law on Investment

  1. Conditional business lines

Among the new changes, the law makes amendments to the list of sectors and business lines requiring conditional market access. Conditional market access are business lines in which the investment must satisfy specific statutory conditions in order to gain market access. Especially, the amended law outlaw’s debt collection services, while abolishing or reducing conditions for 22 business lines, such as commercial arbitration, and franchising and logistics services.

In addition, several sectors have been added to the list that are subject to conditional market access. These are:

  • Tobacco detoxication provision services;
  • HIV/AIDS treatment;
  • Elderly care;
  • Water sanitization;
  • Architectural services;
  • Import press distribution services;
  • Electronic identification and authentication services;
  • Fishing vessel registration; and
  • Fishing vessel crew training, among others.

The law also contemplates a list of business lines restricted to foreign investment. The NA Standing Committee has emphasized the need to balance national security and investment attraction for socio-economic development, especially for coastal and remote areas.

  1. Incentives and investment support

To ensure the quality of foreign investment, the amended law includes specific conditions for sectors that are entitled to investment incentives. These include:

  • Innovation-related sectors such as Information Technology (IT), R&D, digital content, hi-tech, new and clean energy, and production of intermediate goods participating in value chains and industry clusters, among others;
  • To ensure the effectiveness of incentive schemes, maintaining incentives is conditional to the performance of the previous support package. More specifically, the government would set a definite term for incentives and would extend or scrap it in accordance with the outcome of the incentive;
  • The Prime Minister can apply special incentives to create a favorable mechanism and policies to attract FDI inflows. Notably, the law allows a maximum discount rate of more than 50 percent compared to the highest level prescribed by the current law; and
  • The law also provides special incentives for projects with an investment capital of over VND 3 trillion (USD 128.4 million), and VND 10 trillion (USD 428 million), with certain conditions.

[Read more]

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This article is produced by Vietnam Briefing, a premium source of information for investors looking to set up and conduct business in Vietnam. The site is a publishing arm of Dezan Shira & Associates, a leading foreign investment consultancy in Asia with over 27 years of experience assisting businesses with market entry, site selection, legal, tax, accounting, HR and payroll services throughout the region.

The Pro’s And Con’s Of Private Equity

In recent years private equity has become a popular way for many companies to fulfill their plans for growth. In this article, the Corporate team of Greenaway Scott outline what private equity is and its advantages and disadvantages.

Private equity consists of funds and investments directed to private companies by an investor, who in return will receive part ownership or an interest in the company. When offering investments to potential new shareholders, companies will be able to raise significant amounts of capital and this option can be used to replace bank loans.

The main reason behind an equity investment for shareholders is the expectation of a return from the investment. When funds are received by the company, managers and directors of the business will aim, through growth plans, to provide a return to the shareholders. The capital funds flowing from the investment can assist companies to buy new technologies to enhance the business, plan an acquisition of a competitor, strengthen their balance sheet etc.

When looking at the possibility of obtaining private equity for a business, various factors should be considered by business owners.

An important advantage is the ability to choose the investors that are going to be part of the business. This is an important consideration for the business owners as they will want to ensure that the new shareholders have the same values and objectives for the company, as well as sharing their knowledge and their assistance. Once a potential investor becomes a shareholder, all the rights attached to the specific position will come into play and decision making power will influence the decisions of the company in general.

Another important factor is flexibility. Business owners will have the ability to control the investment and the return of ownership to the potential new shareholder. This will be linked to the potential return to the investor in a longer period of time, giving the company and the managers a greater opportunity to use the investment in the company.

It is really important for business owners to ensure that when an investment is requested, the capital is raised quickly, unlike with a public company. Investment rounds can be completed quickly and the money can be transferred to the company in a reasonable amount of time.

At the same time, when considering new investments into the business, business owners and managers should consider certain disadvantages.

One disadvantage is the dilution in the company. When a new investor is introduced, other shareholders will need to accept the dilution of their shareholding and the control of the decision-making procedure of the business. This reduction of control from the shareholders is linked as well to the loss of control from the management. The release of control over the company to another investor can cause loss of basic elements of your business, for example targets and strategy, as well as the choice of the management of the company.

Another important consideration relates to the eligibility requested by the company for specific investors. When capital investments are made into a company, the investors will look into the potential of the business, the contracts and work planned for the future, the financial position and the experience that they can bring to the business, but most importantly a lucrative return and a potential exit in the future.

One last consideration is related to the limited market that will be available and the limited number of potential investors in comparison to the public exchange. Investors might not be interested in a small return from a private company, which means that the investors might not provide a big investment.

As in every business venture, there are pros and cons that will need to be evaluated by the parties. The factors above will need to be taken into consideration to ensure that the investment is balanced with the presence of a new person in the business.

To speak with the Corporate team for more information, please contact 029 2009 5500 or email admin@greenawayscott.com.