VENTURE CAPITAL | PRIVATE EQUITY

 Private/Venture Funds | Fund Formations

We advise private investment fund and venture capital fund sponsors and managers on all aspects of their investment management businesses. We assist with fund structuring and design, formation and organization, as well as corporate governance and ongoing operational issues. We provide insightful and highly-personalized service, and suggest effective and practical solutions that address specific business and transactional needs. We are often tasked with managing the overall project and coordinating relationships amongst various professional parties, including fund managers, administrators, custodians and offshore legal advisers.

We advise clients on compliance with Hong Kong and United States regulatory issues relevant to sponsors/investment managers and private investment funds. In Hong Kong, we advise on the types of regulated activities that require licensing by the Securities and Futures Commission (SFC) under the Hong Kong Securities and Futures Ordinance (SFO) and related exemptions. We also assist fund managers in applying for SFC licenses and complying with on-going obligations as licensed corporations. In the United States, we advise on investment adviser and investment company compliance requirements.

Our private/venture fund formation services include the following:

• Establishing a flexible and effective structure permitted under the regulatory regime
• Advising on the relevant licensing and marketing requirements governing the operations of investment funds in Hong Kong
• Advising on the relevant U.S. investment adviser, investment company and securities laws
• Advising on the terms and conditions of the proposed fund structure
• Drafting the private placement memorandum, operating and partnership agreements, subscription documents, management agreement and other agreements with investors
• Review of sales and marketing materials
• Negotiating with key investors
• Coordinating with relevant professional parties in Hong Kong and other jurisdictions
• Advising on day-to-day activities and portfolio transactions

Private/Venture Funds | Transactions

Each private equity/venture capital investment presents unique opportunities and challenges. With extensive private equity and venture capital transactional experience, we take a practical and creative approach to structuring and completing each transaction, focusing on the solutions needed to help clients accomplish their goals. We also guide private equity/venture fund sponsors on compliance matters and with issues relating to the ongoing management and operations of their portfolio companies.

We advise on a broad range of transactional work for private investment funds:

• M&A/ portfolio investments
• Equity financings
• Mezzanine financings
• Leveraged buyouts
• Recapitalizations
• Distressed investment scenarios
• Portfolio company management and representation

MERGERS & ACQUISITIONS (M&A) | JOINT VENTURES

Our team has represented buyers and sellers in various cross-border and purely Hong Kong M&A transactions. We structure and negotiate mergers, share and asset sales and purchases and other transactions involving changes in ownership and managerial control. We also advise clients in connection with strategic transactions, including joint ventures and strategic alliances, as well as recapitalizations and restructurings, including spin-offs and divestitures.

We are committed to understanding our clients’ businesses and the particular issues and challenges they face in negotiating and completing what is usually an important transaction in the life of their business, whether they are buyers or sellers. We are committed to providing top-notch client service and to helping our clients succeed in their M&A transactions.

Our M&A experience covers a board range of industries including, without limitation, the following:

• health care
• life sciences
• financial services
• energy
• technology
• agriculture
• food
• mining
• manufacturing

CORPORATE AND COMMERCIAL TRANSACTIONS

CPC provides a full range of corporate and commercial legal services. As businesses grow, their business transactions and relationships get more complex. CPC supports clients’ growth phases by providing practical and cost-effective advice on corporate and commercial transactions, with the goal of maximizing a client’s position and minimizing its risk exposure.

Our corporate transactional services include:

• mergers & acquisitions
• sales and purchases of stakes in businesses
• sales and purchases of assets
• equity financing (think, venture capital/private equity, early-stage financings)
• debt financing

Our commercial transactional services include:

• LoIs (letters of intent) and MoUs (memoranda of understanding)
• distribution agreements
• supply agreements
• services agreements
• sales representative agreements
• master services agreements
• joint development agreements
• consulting/independent contractor agreements
• employment agreements

CAPITAL MARKETS AND SECURITIES LAW

We are experts in international capital markets and securities law. CPC’s lawyers are highly-experienced in the Asian capital markets, having been involved in significant capital markets transactions since 2005 and advised major global and local investment banks and Asia issuers on a range of international securities offerings.

CPC’s team has the practical wisdom and depth of experience necessary to help you succeed, even in the most challenging markets. CPC’s capital markets lawyers have excellent credentials and deep experience, and offer clients expertise across a broad range of capital markets products. Issuers turn to CPC’s lawyers for all types of equity offerings, including IPOs, secondary offerings (including QIPs and OFSs) and debt offerings, including investment grade, high-yield and MTN programs.

CPC’s team members also advise clients on compliance with US federal and state securities laws, including issues relating to offers and sales of securities in the United States, and investment adviser registration and compliance.

HK AND US COMPANY FORMATIONS

Launching a new business is an exciting time. CPC helps clients get it right from the start.

We routinely assist and advise clients on the formations of Hong Kong and United States companies. Clients look to CPC to advise on all aspects of entity formation and planning; drafting and negotiating by laws and operating, partnership and shareholder agreements; corporate governance and strategic legal and business advice; and commercial contract interpretation. We counsel clients with respect to any and all such matters that are relevant to the life and development of a business.

In Hong Kong, our team helps clients save valuable time by handling all aspects of the necessary filings and coordination with the Hong Kong Companies Registry and Business Registration Office in connection with the initial company incorporation process. We also have extensive experience in assisting clients with deregistration of Hong Kong companies.

In the United States, we have helped our clients establish corporations and limited liability companies, and advise on general corporate law requirements in Delaware and New York. We have partnered with a leading corporate service provider in the United States to provide our clients with access to preferred pricing for new company formations and ongoing compliance requirements.

COMPANIES LAW

We regularly advise clients on various corporate governance issues relating to the ongoing operation and maintenance of their business entities. We customize and tailor the constitutional documents of companies to ensure they adhere to the client’s needs (both present and anticipated).

We routinely and simply with legal requirements advise clients on corporate structuring matters, company restructuring or reorganization, share repurchases, corporate governance, shareholder agreements and winding-up and dissolutions.

OUTSIDE GENERAL COUNSEL

Many organizations, from start-ups to large privately-held companies, do not have in-house legal counsel. Moreover, some in-house lawyers do not have the time or, in some instances, the expertise to handle certain matters, and therefore require outside legal support. For these reasons, CPC offers an Outside General Counsel service to clients on an as-needed, fixed-fee basis. As outside general counsel, CPC can help to handle corporate and business legal issues. Clients are able to obtain the regular advice of seasoned lawyers, without incurring the high overhead and multi-tiered staffing of large law firms or needing to hire a full-time in-house legal counsel.

CPC can ensure that your legal matters are being handled in an appropriate and cost-effective manner, thus providing you the freedom to spend your valuable time managing your business.

CORPORATE TRUSTEE

CPC Legal’s corporate trustee team advises corporate trustees in the Greater China area on bond issuances.  Our corporate trustee lawyers have deep experience with debt capital markets, allowing us to advise and counsel trustees on complicated and challenging issues arising throughout the life of a bond offering transaction.