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Acquisition of Shares and Businesses in Hong Kong, 2nd Edition

Acquisition of Shares and Businesses in Hong Kong, 2nd Edition

作者： Jessica Y K Young
出版商： Mid Isle
ISBN: 9789881273017
出版时间 September 2014
规格： Paperback , 300 pages
适应领域： Hong Kong ? 免责申明：
Countri(es) stated herein are used as reference only

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The book aims to provide the reader with an overview of a share acquisition and a business acquisition, highlighting the factors relevant to the structuring of the transaction (including stamp duty and the Transfer of Businesses (Protection of Creditors) Ordinance, Cap.49), and issues which the parties and their lawyers should pay attention to at different stages of the transaction. The author analyses the applicable legal principles (including, where relevant, provisions of the new Companies Ordinance, Cap.622) as well as the documents commonly used in such transactions.
Preface
Table of cases
Table of ordinances

PART ONE: ACQUISITION OF SHARES

Chapter 1: Introduction to Share Acquisitions
1.1 Different Types of companies
1.2 The group structure
1.3 Objectives of an acquisition
1.4 What are "mergers" and “acquisitions”?
1.5 Different methods of acquiring shares in a Hong Kong company
1.6 The widespread use of offshore companies
1.7 Structuring an acquisition

Chapter 2: Share Purchase -The Initial Exchanges
2.1 Stages in a typical share purchase transaction
2.2 Initial contact between client and lawyer
2.3 Preliminary considerations
2.4 Financing for the purchase
2.5 Initial exchanges between the parties

Chapter 3: Share Purchase - Due Diligence
3.1 Introduction
3.2 Types of due diligence
3.3 How to conduct legal due diligence?
3.4 Publicly available information
3.5 Due diligence questionnaire
3.6 Review of due diligence materials
3.7 Due diligence report and follow-up actions
3.8 The role of the vendor's lawyer in due diligence

Chapter 4: Share Purchase – Documentation
4.1 The share purchase agreement
4.2 The disclosure letter

Chapter 5: Share Purchase - Negotiation, Signing and Completion
5.1 Negotiation and revision of the documents
5.2 Signing of the share purchase agreement
5.3 Announcement
5.4 Preparing for completion
5.5 The vendor's role at completion
5.6 The purchaser's role at completion
5.7 Post-completion matters

Chapter 6: Share Purchase - Remedies
6.1 Breach of warranty
6.2 Claim under an indemnity
6.3 Misrepresentation
6.4 Effect of “entire agreement” and “non-reliance” clauses
6.4 Use of a retention fund
6.5 Set-off against deferred consideration

Chapter 7: Share Subscription
7.1 Introduction
7.2 The share subscription agreement
7.3 Completion
7.4 Post-completion matters

PART TWO: PURCHASE OF BUSINESSES

Chapter 8: Business Purchase - An Overview of the Transaction
8.1 Introduction
8.2 Transfer of Businesses (Protection of Creditors) Ordinance
8.3 Reverse takeover
8.4 Disclosure under the Listing Rules and Part XIVA of the Securities and Futures Ordinance
8.5 Application of foreign law
8.6 Other considerations
8.7 Stages of a typical business purchase transaction

Chapter 9: Business Purchase - Due Diligence
9.1 Introduction
9.2 Matters which require special attention in due diligence

Chapter 10: Business Purchase - Documentation
10.1 The business purchase agreement
10.2 The disclosure letter
10.3 Other documents

Chapter 11: Business Purchase - Completion and Post-Completion
11.1 Between signing and completion
11.2 Preparing for completion
11.3 Completion
11.4 Post-completion matters
11.5 Remedies

APPENDICES
Appendix A: Form of Instrument of Transfer
Appendix B: Form of Contract Notes
Appendix C: Form of Due Diligence Questionnaire
Appendix D: Form of Share Purchase Agreement
Appendix E: Form of Disclosure Letter
Appendix F: Form of Notice of Transfer under the TBPCO

Index
Jessica Y K Young, BA (Cantab), MA (Cantab), LLM (Cantab), is an Associate Professor of Law at the University of Hong Kong. Before joining the university, she has practiced as a solicitor in Hong Kong and London. She has played a leading role in the design and delivery of the corporate and commercial transaction courses in the Postgraduate Certificate of Laws programme in the University of Hong Kong, and has been a Course Coordinator in these courses for the last ten years.

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