NxTEC Module 4 (for pre-registered companies)

Module 4 - Legal Matters

Date: 21 Jan 16

Venue: Hong Kong Productivity Council, Kowloon Tong

Duration: Half day

Objectives: Following this module, you should be aware of the purpose of key documents in joint venture and M&A deals, high level points to watch out for as individual entrepreneurs, what you should be thinking about now if you plan to attract investment or sell in the future and what to be thinking about if you sense a dispute is brewing. You will also gain a high level understanding of PRC legal and regulatory issues.


  • Typical deal structures – inviting new shareholders through subscription (joint ventures) or selling a company (M&A)
  • Key Documents
    • Confidentiality/Non-Disclosure Agreement (NDAs)
    • Term Sheets/MOU
    • Subscription Agreements
    • Shareholders’ Agreements
    • Sale and Purchase Agreements
    • Tax Indemnity
  • Deal Issues for Entrepreneurs
    • Representations and Warranties
    • Disclosure Letter
    • Signing documents in a personal capacity (direct warranties, restrictive covenants and guarantees)
    • Good internal controls and governance
  • Company and Group Structures
    • Hong Kong companies
    • Offshore entities (e.g. BVI)
    • PRC entities (e.g. wholly foreign-owned enterprises, joint ventures, representative offices, branch offices)
  • PRC-Specific Issues
    • Restrictions on foreign investment
    • Corporate governance (legal representative, directors and supervisors)
    • Financing
    • Employment
    • Contracts
  • Ancillary Documents
    • Employment contracts
    • IP licenses
    • Services Agreements
  • Avoiding and Resolving Commercial Disputes
    • Prevention better than cure: consultation among parties
    • Breach of contract: termination and losses recoverable
    • International context for dispute resolution
    • Mediation
    • Arbitration
    • Litigation



Mark J. Stevens Partner Mayer Brown JSM

Mark Stevens is a partner of Mayer Brown JSM. He has extensive experience in advising clients on mergers and acquisitions, joint ventures and private equity investments. He is experienced in negotiating, drafting and completing subscription agreements, shareholder agreements and joint ventures. He advises on company and commercial transactions (domestic and cross-border) focusing primarily on acquisitions and sales of companies, groups of companies and assets.



Bill Amos Legal Professional / Consultant Mayer Brown JSM

Bill Amos specialises in all aspects of commercial dispute resolution, including international trade, banking, shipping, aviation and insurance. He is experienced in shareholder disputes, as well as company and trust litigation. He conducts Hong Kong, London, Singapore and China-based arbitrations.



Xin Fang Associate Mayer Brown JSM

Xin Fang is an associate of Mayer Brown JSM’s Corporate & Securities practice. Xin advises on cross-border mergers and acquisitions, joint ventures and private equity transactions with a focus on Greater China and the Asia Pacific region. She also negotiates, drafts and advises on joint venture agreements, shareholder agreements, share purchase agreements and business transfer agreements as well as all matters of corporate and commercial law.