What we do
Charltons provides high impact legal advice to investment banks acting as sponsors, underwriters and advisers in capital markets and M&A transactions, including IPOs and public takeovers. We understand the environment in which investment banks operate, our wide experience enabling us to offer insight and expertise to investment banks in all aspects of their transactions.
We have a dynamic Hong Kong capital markets practice with extensive experience in representing sponsors (as well as issuers, major shareholders and underwriters) in connection with listings on both the Main Board and the Growth Enterprise Market (GEM) of the Hong Kong Stock Exchange. We have particular experience in advising on the listing of Chapter 21 funds on the Hong Kong Stock Exchange and of mineral company IPOs under Chapter 18 of the Hong Kong Stock Exchange Listing Rules. We advise sponsors on all aspects of their role in the IPO process, including negotiating engagement letters, underwriting agreements and placing agreements, assisting with sponsor due diligence on the listing applicant, and preparing prospectus verification notes. We recently acted as coordinating counsel on the drafting of the Hong Kong Sponsor Due Diligence Guidelines, a major market initiative creating a set of guidelines relating to the Hong Kong legal and regulatory requirements and market practice for IPO due diligence on listing applicants.
Charltons provides legal advice to investment banks on both public and private M&A transactions, including takeovers of public companies and international auction processes. Our practice includes advising on both Chinese inbound and outbound investments and acquisitions. We have acted on some of the most ground breaking Chinese “outbound” M&A transactions in recent years, including Zijin Mining’s acquisition of Monterrico Metals, one of the first takeovers of a UK listed company by a Chinese acquirer. We have advised on M&A transactions across a range of industries, and are particularly experienced in deals in the natural resources sector.
We also provide legal advice to investment banks on SFC licensing requirements, approval criteria and application procedures. We can advise on whether (and what type of) SFC licence is required in a particular case, whether the experience and qualifications of proposed “responsible officers” are sufficient, and identify other issues that may arise during the application process. We will also coordinate the licensing application process, including assisting corporations to draft business plans and compliance and operations manuals, working with clients to respond to queries raised by the SFC, and preparing applications for exemptions or waivers from particular licensing requirements. Charltons can also advise on ongoing obligations of licensed persons, as well as assisting with applications for additional licenses or responsible officers.
Our team comprises multi-cultural and multi-lingual lawyers with considerable experience of international deals. The firm also has extensive personal links with firms in over 60 countries worldwide and often acts as the coordinating law firm on major corporate finance and capital markets transactions, when advice from multiple jurisdictions is required. Our lawyers provide insightful and highly personalised service to our investment bank clients, often working round the clock to deliver on transactions spanning several time zones.
An authorised financial institution (i.e. a licensed bank, restricted licence bank or deposit taking company which is authorised by the Hong Kong Monetary Authority (HKMA)) which proposes to conduct any of 10 regulated activities regulated by the Securities and Futures Commission (SFC) must register with the SFC as a registered institution. The 10 regulated activities are:
- Type 1 Dealing in Securities
- Type 2 Dealing in Futures Contracts
- Type 3 Leveraged Foreign Exchange Trading
- Type 4 Advising on Securities
- Type 5 Advising on Futures Contracts
- Type 6 Advising on Corporate Finance
- Type 7 Providing Automated Trading Services
- Type 8 Securities Margin Financing
- Type 9 Asset Management
- Type 10 Providing Credit Rating Services
The employees of an investment bank (or other authorised financial institution) who conduct any regulated activity on its behalf must be registered with the HKMA as relevant individuals, but need not be licensed by the SFC. However, authorised institutions are required to ensure that their relevant individuals meet certain criteria as to fitness and properness.
Charltons offers legal advice to investment banks acting as sponsors, underwriters and advisers in Hong Kong capital markets and M&A transactions.