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In a decision handed down by Wilson Chan J on 12 March 2024 in 𝘏𝘎 𝘗𝘳𝘰𝘱𝘦𝘳𝘵𝘺 𝘐𝘯𝘷𝘦𝘴𝘵𝘮𝘦𝘯𝘵 𝘏𝘒 𝘓𝘪𝘮𝘪𝘵𝘦𝘥 v 𝘊𝘩𝘦𝘯𝘨 𝘔𝘦𝘪 𝘏𝘰𝘭𝘥𝘪𝘯𝘨𝘴 𝘓𝘪𝘮𝘪𝘵𝘦𝘥 & 𝘖𝘳𝘴 [2024] HKCFI 750, the Court dismissed the plaintiff’s application for amendment of pleadings and joinder of the intended 4th defendant for a fraudulent conveyance claim. Importantly, whilst acknowledging that the test is whether there is a bona fide claim and a proper question to be tried as between the plaintiff and the intended defendant that is necessary or just and convenient for resolution between them as well as between the plaintiff and the defendants in the present proceedings, Wilson Chan J emphasized that joinder ought to be disallowed if the parties opposing establish that it is plain and obvious that the plaintiff has no case against the proposed defendant. He observed that, likewise, if the proposed amendments are bound to fail, no leave to amend should be granted. Read more at https://lnkd.in/gBGVEWMZ Jenkin Suen SC instructed by Deacons, acted for the Intended 4th Defendant. The full judgment of the Court of First Instance is accessible here: https://lnkd.in/gY9NJupU #DVC #DesVoeuxChambers #Casehighlight

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Guidance on stays of bankruptcy petitions pending appeal In Re Lau Wang Chi Barry [2024] HKCA 490, the Court of Appeal addressed the important question of whether and the extent to which the bankruptcy court may look behind a judgment debt. A bankruptcy petition was presented by the petitioners against the debtor based on a judgment debt. The debtor brought an appeal against the judgment debt and made two Ladd v Marshall applications to adduce new evidence on appeal. At the first Monday morning hearing of the petition, the debtor sought to stay the bankruptcy petition pending his appeal against the judgment debt. However, the judge ruled that, since judgment was entered some 19 months ago, it would not "go behind” the judgment and would only consider granting an adjournment if the debtor was to provide security for the judgment debt. On appeal, the Court of Appeal set aside the judge’s order. Kwan VP held that: ·        Under the principles in Re Tam Mei Kam (CACV 87/2012, 8 May 2013), where there is an extant appeal against a judgment debt, the bankruptcy court ought to assess whether the appeal has a reasonable prospect of success in deciding whether to adjourn the petition. ·        On the facts of the case, whilst the debtor’s appeal raises triable issues, the case is an appropriate one for security to be provided as a condition for an adjournment, in view of the fact that (i) judgment was obtained more than 19 months ago, (ii) the debtor's application for a stay of execution was already dismissed, and (iii) there are various deficiencies in the evidence sought to be adduced by the debtor on appeal. ·        Therefore, the Court of Appeal varied the judge’s order and reduced the amount of security to be paid into court by half. The full judgment can be viewed here: https://lnkd.in/gNYMXjvT Eugene Kwan, instructed by Cedric & Co, acted for the Petitioners (Respondents).

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Gary Low, Director, Dispute Resolution and Co-Head, Criminal Law Practice, and Senior Associate Zachary Tong successfully secured the lowest sentence for Mr Chen Wei amongst the co-conspirators in a Ponzi scheme involving the total amount of around S$6.7 million. Mr Chen pleaded guilty to and was convicted of engaging in a conspiracy with three others to cheat investors of A&A Blockchain Technology Innovation Pte Ltd. The Prosecution sought a global sentence of up to 5 years’ imprisonment for the cheating charges, but we submitted that a global sentence of not more than 4 years’ imprisonment would be a fairer sentence to impose having regard to the role played by our client. After hearing parties, the Court imposed a global imprisonment term of 4 years for Mr Chen’s charges. Two of the co-conspirators were previously sentenced to global imprisonment terms of 5 and 6 years respectively for the cheating charges.   You may read more about this matter in the Straits Times article here: https://bit.ly/47q3jrN

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High Court Reviews Principles on Directors’ Remuneration In Ma King Huen v The Sincere Co, Ltd [2024] HKCFI 319, DHCJ Ashley Burns SC allowed the claims by the plaintiff (“P”) (founder of the Sincere Group) against the defendant (“D”) for unpaid director’s fees, wages and other emoluments. The judgment addresses a number of important principles concerning directors’ remuneration and the construction of articles of association. The dispute concerns whether P’s entitlement to remuneration under a letter of confirmation (“Letter”) is ultra vires and unenforceable. The Letter confirmed P’s appointment as Deputy Chairman and CEO and provided for P’s entitlement to salary and emoluments recommended by the Recommendation Committee (“RC”) from time to time. However, D’s articles of association envisage that the method of fixing directors’ remuneration would be determined at the annual general meeting. Reconciling conflicting English authorities, the Court held there is no general rule that there must be a wholesale implication of a company’s articles into a director’s service agreement. However, the Court accepted that the service agreement remains subject to and should be read with those provisions in the articles concerned with the appointment of directors, their terms of service, remuneration and powers and duties. The Court held that the Letter unambiguously shows that the RC’s recommendation, by itself and without more, gives P an entitlement to remuneration. This is also consistent with the power of D’s directors under the articles to delegate their remuneration-fixing power to committees. Accordingly, it was concluded that a subsequent board resolution passed by D, which purported to nullify the RC’s recommendation, would not affect P’s contractual entitlement to remuneration. The full judgment can be viewed here: https://lnkd.in/gi-4sEbU Anthony Chan SC and John Cheung, instructed by HFW (Holman Fenwick Willan), acted for the defendant.

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Carey Olsen counsel Amelia Tan will be attending the International Insolvency Institute's (III) Class XIII NextGen Program and 24th Annual Conference, taking place in Singapore from 9-11 June. She will also be participating in the Moot Court session as part of the Class XIII NextGen Program on 9 June. The session will discuss a number of international insolvency issues.   The III is a global membership of leading professionals, scholars and judges with expertise in international insolvency law. Amelia is one of the few professionals globally who was accepted into III's Class XII NextGen Leadership Program in June 2023. Please click on the link below to find out more. #InternationalInsolvencyInsitute #NextGen #Insolvency

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As creditors in an insolvency or liquidation proceedings, can you apply to wind-up or bankrupt a debtor if the disputed debts in question are subject to an arbitration agreement? In this alert, Partner Crystal Wong Wai Chin, Associate Soh Zhen Ning and Pupil Ruth Lim Jia Yun, explore two recent decisions which offer clarity on this issue. Read here: https://lnkd.in/gKjryhcv If you have any queries, please contact the authors, Crystal Wong Wai Chin ([email protected]), Soh Zhen Ning ([email protected]), and Ruth Lim Jia Yun ([email protected]). #lhagmy #lhaginsights #Arbitration #Liquidation #Proceedings

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News Alert 🚨 Following a recent court order, Hong Kong lawmaker Johnny Ng advocates for a legal framework to regulate DAOs. Here's why it matters: ◾ Johnny Ng called on regulations for DAOs responding to a recent court ruling that mandated six defendants to disclose financial records linked to Mantra DAO. ◾ The court case shows the need for clear regulations around DAOs, as it involved disputes over asset ownership and could influence future legal standards for decentralized organizations. ◾ Hong Kong continues to expand its crypto-friendly policies, including a new crypto licensing regime for trading platforms. Read more at The Block by Timmy Shen 👇 https://lnkd.in/eFtg2zXN

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HONG KONG - TOP TIER US FIRM PE/M&A 2ND-3RD YEAR US ASSOCIATE (MANDARIN NOT REQUIRED) One of Lateral Link's top law firm clients, the PE / M&A team in Hong Kong, has just had a record year, which is extremely impressive considering the down market conditions. They are looking to add a key second or third-year associate. This is a position for a candidate who is serious about making a career with a top firm/practice in Hong Kong The new hire will come from a top M&A practice at a top firm, likely in New York or another major market, and be an excellent fit for this team's culture, which includes a long-term commitment to the practice and being in Hong Kong. Top JD academics required. Cravath scale pay + top market COLA. Working in this team can be extremely rewarding, on a personal and career level, with amazing partner-level mentors who have all been homegrown in this team since junior or mid-level associate years. However, this is not a good landing spot for a junior associate who is not driven and willing to work many billable hours and late nights. It's a lean team with high expectations. They are looking for a 2nd or 3rd year who is excited about working long-term in their team and representing their top-tier PE and Big Tech institutional clients (both sets of clients filled with alumni of this team in-house). Over the past 10 to 15 years, this group has been the best PE / M&A practice in Greater China for an associate to get training in. Senior associates and counsels from this team are always in demand by top PE funds, Big Tech, and other great in-house destinations. Also, many senior partners at peer and near-peer firms in Hong Kong were trained in this team during their associate years. Since 2007, our team has had the privilege of regularly making placements in this PE / M&A practice group in Greater China, including a current key senior partner. The deal flow is a mix of China, SE Asia, South Asia, and Japan. This diversity of practice is very valuable in Asia, especially when the China market is down, as it has been for a few years now. If interested, please message or email me or any of my colleagues on the Asia Team: Evan Jowers ([email protected]), Justin Flowers ([email protected]), Tina Lee Jebely ([email protected]), or me ([email protected]). Our Asia team at Lateral Link has collectively placed over 600 attorneys in Asia, mostly at top US and UK law firms. Even if you are not interested in moving to or within Asia in 2025, we are happy to discuss your career and the market in general. #hongkong #privateequity #mergers #acquisitions #biglaw #attorneyrecruiting #biglawasia #biglawhongkong

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Arbitration experts Damien Laracy, Felix Cheung and Melissa Tsui, of our Hong Kong office, have contributed to the most recent Hong Kong Lawyer Journal from The Law Society of Hong Kong. Their article examines a case providing practical guidance to lawyers who handle enforcement and set-aside application in relation to arbitral awards. Read more here: https://lnkd.in/eYE4ci5n #Arbitration #HongKong #Enforcement

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The Hong Kong government has launched a two-month public consultation on artificial intelligence (AI) and Copyright law. The aim is to keep track of the latest developments in AI and to ensure that Hong Kong's Copyright regime remains robust and competitive. Read more here: https://lnkd.in/gAhiw3v4 #AI #ArtificialIntelligence #IntellectualProperty #Copyright

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[🚨 𝗡𝗲𝘄 𝗖𝗼𝘂𝗿𝘁 𝗗𝗲𝗰𝗶𝘀𝗶𝗼𝗻 𝗼𝗻 𝗖𝗿𝘆𝗽𝘁𝗼𝗰𝘂𝗿𝗿𝗲𝗻𝗰𝘆 𝗣𝗿𝗼𝗷𝗲𝗰𝘁 𝗢𝘄𝗻𝗲𝗿𝘀𝗵𝗶𝗽 𝗗𝗶𝘀𝗽𝘂𝘁𝗲 🚨] The Hong Kong Court of First Instance has ordered the disclosure of financial records in a dispute over the ownership, management, and control of a cryptocurrency project. Key takeaways: • The case highlights the importance of applying traditional corporate law principles and best practices when creating governance documents and contracts for Web3 projects. • The legal implications of token ownership for governance, control, and economic rights should be carefully considered. • Courts are adapting traditional legal principles to address the unique challenges presented by cryptocurrency projects and DAOs. For more insights and analysis of this case, read our full article. If you have any questions or would like to discuss the legal implications of this decision for your cryptocurrency project, please reach out to our Corporate Commercial and TMT team: • Charles To • Delphine Tse • Tiffany Li #CryptocurrencyLaw #Web3 #DAOs #CorporateGovernance #LegalInnovation #ELLALAN

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A Hong Kong court has convicted a third individual under Article 23, the new security law. Au Kin-wai, 58, was sentenced to 14 months for "sedition" over social media posts calling for the dissolution of the Chinese Communist Party (CCP) and the removal of President Xi Jinping and Hong Kong Chief Executive John Lee. Au's posts, which reached only about 20 followers, included a Cultural Revolution-era slogan: "Revolution is no crime; to rebel is justified." The court emphasized deterrence in its ruling, stating that the sentence should "prevent others from copying the crime." Au's case follows the recent convictions of Chung Man-kit and Chu Kai-pong, who were both sentenced for "sedition" related to their use of the 2019 protest slogan, "Liberate Hong Kong, revolution of our times." HRF expresses grave concern over the relentless suppression of free speech in Hong Kong under draconian security laws and the city's failure to safeguard freedom of expression.

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A five men Supreme Court Bench is expected to decide on an application by Attorney-General Pila Niningi to set aside orders for the Opposition’s substantive hearing set for August 1, 2024. In the meantime, Deputy Opposition Leader James Nomane has issued a challenge to Prime Minister James Marape and the Pangu-led coalition government to stop using delay tactics and face the vote of no confidence head-on. "If you claim to have the numbers, if you are confident that you're doing the right thing by the country, then why are we playing all these games, and why are we even in court? Test your numbers.” Read More https://lnkd.in/gQDWrkgw

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Mainland China's Supreme People's Court (SPC) recently released a series of typical cases showcasing a favourable trend in enforcing Hong Kong arbitral awards. In this Update, our partners Billy Lam, Tom Fu, Raymond Yang FCIArb, FHKIArb, senior associate Johnson Ng, and registered foreign lawyer Evan Zhou discuss the pro-enforcement approach adopted by Mainland courts in these cases, and the implications of arbitration practice in Mainland China as it seeks to align with international benchmarks. https://lnkd.in/ghu9AZ36 #Arbitration #China #HongKong

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The Law Society’s attention was drawn to The Hong Kong Monetary Authority (HKMA) Press Release dated 2 May 2024 as follows: 1. The Hong Kong Monetary Authority (HKMA) has received public enquiries regarding the following entities and their offers or claims to assist in the recovery of losses from financial fraud: - Dex Law Firm LLP - Morgan Bell Law Firm LLP - Watson Liddell Law Firm 2. The websites of these entities include the name of the HKMA as a “cooperation authorization agency” or “cooperation authority”. 3. The HKMA wishes to alert the public and to clarify that it has no connection with these entities and does not work with any local or overseas law firms to refund fraud losses to members of the public. The HKMA reiterates that it will not contact individual members of the public regarding personal financial matters. 4. The HKMA has reported the cases to the Hong Kong Police Force. Members of the public who suspect that they have become victims of fraudulent acts should contact the Commercial and Technology Crime Hotline of the Hong Kong Police Force at 2860 5012 or make a report via the e-Report Centre for further action and investigation by the police. There is no law firm or registered foreign law firm under the names of “Dex Law Firm LLP”, "Morgan Bell Law Firm LLP" or " Watson Liddell Law Firm" registered on the Law Society’s Law List. The matter has been reported to the Police. #TheLawSocietyOfHongKong #香港律師會

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Two to tango? Court of Appeal considers whether #declaration of non-liability in arbitral award should be set aside due to lack of “dispute”   In CMBICDHAW Investments Limited v CDH Fund V Limited Partnership & Ors [2024] HKCA 516, the plaintiff had commenced a High Court action (“HCA”) against individuals who were agents of the 1st and 2nd defendants, alleging that two individuals had by fraudulent misrepresentation induced the plaintiff to enter into a co-investment agreement (“Agreement”) with the 1st and 2nd defendants. The Agreement contained an arbitration clause. The 1st and 2nd defendants (together with another corporate entity, and the two individuals) commenced arbitration proceedings against the plaintiff, seeking inter alia a declaration of non-liability in respect of the allegations made in the HCA.   The Court of Appeal had to determine de novo whether, in the above circumstances, there existed a “dispute” between the contracting parties, falling within the scope of the arbitration clause, such as to engage the arbitrator’s jurisdiction.   Coleman J, giving the Judgment of the Court, reviewed the relevant principles in determining this issue. He noted that in the #arbitration context, the term “dispute” should be construed inclusively and not overly legalistically. It is unnecessary for there to be a “claim” in the sense of a legal claim / cause of action, as long as there was an assertion by one party which was not accepted by the other. The time for determining when a “dispute” has arisen is at the commencement of the arbitration.    While the Court did not rule out the possibility that there could be a “dispute” even where non-contractual claims or assertions are made against a third party who is a stranger to the arbitration agreement, each case would turn on its own facts. On the circumstances of the present case, where the plaintiff had not made claims or assertions of wrongdoing against the 1st and 2nd defendants, the Court held that there was no relevant “dispute” to engage arbitral jurisdiction.   The full judgment can be viewed here: https://shorturl.at/OTYsf   Benjamin Yu SC, Sara Tong SC and Keith Chan, instructed by Guantao and Chow Solicitors and Notaries, acted for the Defendants.

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In a landmark decision on insolvency law, the General Division of the Singapore High Court has held that legal and equitable set-offs are not available against a company in liquidation, and that insolvency set-off is the only form of set-off that can be asserted against an insolvent company. It was also held that counterclaims which do not amount to insolvency set-off fall within the scope of the insolvency moratorium.   Our Partners Ong William and Bik Wei Lee acted for the plaintiffs in Park Hotel CQ Pte Ltd (in liquidation) v Law Ching Hung and Park Hotel Management Pte Ltd (in liquidation) v Law Ching Hung [2024] SGHC 105. As a result of their efforts, an issue which has been the subject of academic commentary has been settled.   For their analysis of the outcome, read their article below.   #allenandgledhill #singapore #insolvency #landmark #decision #law 

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[LOOKING FOR ASSOCIATES/SENIOR ASSOCIATES] I have a happy problem. Our team is growing and we are looking to hire associates and senior associates (Singapore-called, NQ to 5 PQE). I’ve been in practice for 31 years and am acutely aware I’ve been called longer than some of you have been alive. It’s been my pleasure and privilege to build up Team TSMP, and some truths then remain tested and true today. What do I promise as part of Team TSMP? WE WILL MAKE YOU A GOOD LAWYER Look: the trite and true go together. It’s hard to become a good lawyer. That difficulty is inevitable if you want to make something of yourself, whether in the law or any other pursuit. You already know this. You survived law school. What matters is being somewhere that gives you the support you need to go through that experience and emerge better and stronger. With your dignity, joy and moral compass intact. You will find that in abundance here: 1) we give every lawyer serious opportunity. Ask my senior associates who argued contested applications against SCs, my associates who have cross-examined in High Court, and my trainees who argued the law with me, and won 2) we give every associate serious space: you get your own room because feeling that you belong is important 3) we give every associate serious mentorship: an associate gets a mentor at the mid-level so you know that someone looks out for you and has your back. Someone just a little further along in the journey and can show you the way. This profession has been kind to me, and I’m looking to build up the next generation of advocates, and, who knows: maybe even tomorrow’s SCs. WE’LL MAKE SURE ITS FUN I’m a lawyer for lots of reasons – including (and I say this with no irony): it’s just fun. From winning a case to being schooled in Gen Z texting by my young associates (don’t use full stops after “ok”), it is never boring. My HR team says that it is inadvisable to post videos of team karaoke renditions as part of a recruitment drive. Suffice to say that quotable quotes from associates include: “This is the most fun karaoke I have ever been to. Or are my friends boring?” (Apparently the correct answer is – yes) “Abut (sic) hungover today tho” “I never thought I would be with Thio Shen Yi at Cineleisure.” For the less musically inclined, I’m given to understand the team also enjoys football, shopping, and quarterly brunch gatherings. WE ENDEAVOUR TO DO BETTER (AND DO GOOD) TOGETHER To practise law is a privilege. To understand it and engage with its power is to live life with a purpose and conviction not everyone enjoys. We take that seriously: each lawyer contributes 25 hours of pro bono service a year. We are proud supporters of Pro Bono SG, Yellow Ribbon, SHE and many other charities. We cannot do everything; but doing something is a damn good place to start. THE COMPENSATION IS WORTH YOUR WHILE: Rumour has it the remuneration ain’t bad, either.

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