Commercial and Corporate Advisory｜Vivien Chan & Co.｜Law Firm｜Hong Kong

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Commercial and Corporate Advisory

HOW WE CAN HELP REPRESENTATIVE EXPERIENCE ACCOLADES

Following China’s rapid growth into one of the world’s biggest economies, the country has entered a new era with increasingly comprehensive and complex legal regulatory framework for doing business. With our insightful understanding of local laws and extensive experience in the Greater China region, we excel in assisting our clients to set up their businesses on the right foot and we continue to guide them in navigating the ever-evolving regulatory environment as they expand.

In addition to our wealth of experience in advising businesses in traditional economy, we have cutting-edge skills in tackling legal issues in the new information economy. We advise on transactions involving ecommerce, data privacy and virtual assets such as NFTs. We strive to provide practical advice catering for our clients’ business needs in modern reality with creativity, flexibility and timeliness.

In addition to our expertise in structuring and coordinating complex deals, we also provide full coverage of company secretarial services for maintaining corporate presence in Hong Kong and Mainland China. We are alert to company officers’ individual responsibilities. Rest assured that your business is in good hands and your needs and interest are always front and centre.

HOW WE CAN HELP

COMPANY FORMATION AND DISSOLUTION

Incorporation of companies in Hong Kong and Mainland China
Incorporation of companies in offshore jurisdictions in Bermuda, British Virgin Islands, Cayman Islands, Liberia, Mauritius, Panama, Vanuatu, etc.
Cross border supplies of goods and value added tax (VAT)
Setting up virtual offices
Change of residence and immigration strategies
Articles of association, by laws and other company constitutions
Deregistration and winding-up services

COMPANY SECRETARIAL SERVICES AND REGISTERED OFFICE

Annual retainer services
Statutory compliance and annual filing requirements
Designated representative for the Significant Controllers Register (SCR)
Keeping register and provision of registered office
Custody of corporate books
Issuance of shares
Capital increase and reduction

E-COMMERCE

Reviewing online sales agreements, online marketing contracts, cookies compliance, direct marketing compliance and web terms of use
Obtaining Internet Content Provider (ICP) license in Mainland China

FOREIGN COMPANIES IN GREATER CHINA

Registration and requirements of:
- Representative offices
- Wholly foreign owned enterprises (WFOEs)
- Foreign invested joint stock companies
Foreign direct investments
Sale and acquisition of shares, companies, assets or businesses
Foreign exchange strategies
Technology, intellectual property, trade secrets and data protection
Expatriate visa and tax advising
Business licences and permits
Share schemes, share options and share buy-backs

CORPORATE GOVERNANCE AND DIRECTORS’ DUTIES

Resolutions of the board and shareholders
Responsibilities and liabilities of directors, management and other officers
Disclosure of conflict of interest and connected transactions
Minority shareholder/ unfair prejudice disputes
Misconduct and negligence claims
Corporate governance and compliance manuals

COMMERCIAL CONTRACTS

Reviewing business cooperation agreements, distribution agreements, purchase contracts, sales contracts, service contracts, confidentiality agreements, license and franchise agreements, shareholders agreements, and other commercial contracts

REPRESENTATIVE EXPERIENCE

CORPORATE AND COMMERCIAL ADVISORY IN GREATER CHINA

Represent a leading Hong Kong furniture manufacturer in reaching exclusivity agreement with a Swedish company for joint product development and putting in place a mechanism to protect the client’s intellectual property rights over R&D results involving factories and suppliers from Mainland China
Counsel to one of the world’s largest software developers based in the US to set up phantom stock plan in Mainland China
Counsel to a leading Chinese manufacturer of mobile phones in drafting users license agreements and terms & conditions for their electronic products to suit the legal requirements for sales in Hong Kong
Counsel to a listed Hong Kong company for acquisition of a Chinese telecommunication company and advised on the structuring for planned listing in the US
Counsel to a Swiss Gin manufacturer in setting up a wholly foreignowned enterprise (WFOE) to secure Liquor Wholesale License and to establish a joint venture with a local company to launch wholesale business in Mainland China
Represent client to expand their business into the Greater China Region by concluding an exclusive license agreement with a world leading lighting and furniture designer, to appoint our client as its exclusive partner and distributor for retail, wholesale in Mainland China, Hong Kong and Macau, via physical stores and on all e-commerce platforms. The deal also involved the licensing of the intellectual property rights of the products and marketing materials to our client for use across various jurisdictions
Preparing license agreements and terms & conditions for the creation, exhibition and distribution of NFTs

E-COMMERCE

Counsel to Hong Kong’s largest grocery chain in launching its new e-commerce platform in Hong Kong. We advised the client on their terms & conditions for online shopping and issuance of eVoucher, and on the data privacy policy of the platform to suit the requirements under the Personal Data (Privacy) Ordinance (PDPO)
Counsel to a prestigious US education institution in the negotiation of license arrangement with the leading Chinese e-commerce group and advising on related tax liabilities and foreign exchange restrictions in Mainland China
Represent the world’s largest private educational testing and assessment organization to launch paid online assessment services and advised on its business model to suit the legal requirements for e-commerce, educational service, and data privacy in Mainland China

REGULATORY COMPLIANCE AND DISPUTES

Represent directors of listed companies to respond to the Stock Exchange of Hong Kong’s allegations for breach of the Listing Rules and the Takeovers Code
Represent a global leading direct selling company to transform its business model and pricing and reward mechanism to suit antitrust and licensing requirements
Counsel to a trade association in Hong Kong to defend anticompetition claims under the Competition Ordinance brought by an applicant whose membership application was rejected by the client, accusing the client of boycott with a view to drive the applicant out of the industry

WHAT OTHERS SAY

"China presents a special challenge for the U.S. firm. The complexity of culture, language and politics is a challenge. Vivien Chan & Co. always provides the expertise and insight that let us know that our clients are in good hands."

~ Espinosa Trueba

"Very good support, fast and always provide us good recommendation how to solve issues."

~ DKSH

"More than just legal service, more than professional."

~ Amway Hong Kong Limited

"Vivien and her team are always responsive and informative regarding the legal options available to our clients and the practical considerations. Hong Kong!"

~ Coats & Bennett, PLLC

ACCOLADES

CORPHUB HONG KONG'S MOST OUTSTANDING BUSINESS AWARDS

Greater China's Most Trusted Legal Consulting Services of the Year 2021

WOMEN IN BUSINESS LAW AWARDS (ASIA-PAFIFIC)

2020 – Hong Kong (Shortlisted)

CORP TODAY MAGAZINE GLOBAL BUSINESS AWARDS

Best Corporate Service Providers 2019-2020
Hong Kong

CHINA BUSINESS LAW JOURNAL

China's Elite 100 Lawyers (Foreign Firm)
2019- 2020

WHO’S WHO LEGAL

Thought Leaders
2021 - China
2020-2021 - Hong Kong

CORPORATE INTL GLOBAL AWARDS

M&A Law Firm of the Year
2019-2022 China

M&A TODAY

M&A Law Firm of the Year
2020-2021 - China
2019-2020 - Hong Kong

LEGAL 100

M&A Law Firm of the Year 2018-2020
Hong Kong

THE SILICON REVIEW

50 Most Trustworthy Companies of the Year 2020

Mergers and AcquisitionsChina Business and TradeLitigation and Dispute ResolutionInsolvency and Restructuring

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