Acquisitions

Yes. Hong Kong law governs the target company, the shares, the register of members, the SPA in most cases (Hong Kong law is the market standard governing law), and the tax treatment of the transaction. International counsel outside Hong Kong cannot advise on Hong Kong specific rules such as Cap. 117 stamp duty, Cap. 49 TOBO, or the SFC Takeovers Code. Slotine coordinates with international counsel via Legalmondo and Ursusnetwork.

A typical bilateral private M&A signs and closes within 3 to 6 months, depending on DD scope, regulatory approvals, and financing. Auction processes commonly run 6 to 9 months from process launch. Public M&A follows the Code timetable, typically 60 to 90 days from firm intention announcement. Bolt-on acquisitions can close in 6 to 12 weeks.

The share deal versus asset deal choice is one of the most important structuring decisions on a Hong Kong M&A transaction. It drives the transfer of liabilities, the stamp duty exposure, and the treatment of employees, licences and contracts. Slotine addresses the choice at term sheet stage. See our share deal vs asset deal guide for the framework.

The Takeovers Code applies to public companies in Hong Kong, including HKEX-listed companies and certain unlisted public companies. It is triggered by acquiring 30% or more of the voting rights (Rule 26.1), the 2% creeper rule between 30 and 50%, or the chain principle. See our Takeovers Code guide for detail.

Not on the same transaction. Solicitors’ Practice Rules do not permit acting for conflicting interests. On separate related mandates (for example a related purchaser and a related seller in a corporate group reorganisation), we assess and manage the conflict position at scoping stage.

Fees vary with deal size, workstream complexity and DD scope. Slotine works on fixed fee, capped time and expense, or milestone-based structures. A written scope and fee proposal is delivered within a few working days of the initial scoping call.

Yes. Legal and tax due diligence run under a single engagement (see the DD practice), and tax structuring runs alongside the SPA drafting. On stamp duty specifically see the stamp duty guide. Broader tax matters are handled through our Tax practice.

Yes. Post-completion workstreams include register updates, contract note stamping, TOBO Cap. 49 notice management where the notice route is followed, escrow release, governance changes, group reorganisation coordination (see Group Reorganisations), and tax filings.

The Transfer of Businesses (Protection of Creditors) Ordinance (Cap. 49) makes the buyer of a Hong Kong business jointly liable for the seller’s business debts, including tax liabilities, unless the section 4 to 5 notice mechanism is followed. TOBO applies to asset deals that transfer a business. It does not apply to share deals. See our TOBO Cap. 49 guide.