Listco disputes
Harneys' Listco dispute team is a resource for listed companies, their shareholders, and onshore counsel in need of expert advice on offshore law.
With over 1,300 Hong Kong listcos incorporated in the Cayman Islands, Bermuda, and the BVI, and a further 165 offshore companies listed on the New York Stock Exchange and NASDAQ, we identified a clear need to support these listcos and their shareholders during the lifespan of a company’s listing. In addition, we assist listcos in mitigating the risks associated with delisting and, if necessary, defend them in Cayman fair value disputes brought by shareholder activists.
Our listco team includes lawyers who are qualified in multiple jurisdictions and come from leading international law firms. Coming from a mix of contentious and non-contentious backgrounds, they are equipped with both professional knowledge and real-life experience and insights gained from regular attendance at contentious EGMs and board meetings.
Our multilingual team is comprised of members who speak English, Cantonese, and Mandarin. All of our pleadings, drafting, and advocacy can be done by lawyers in our Hong Kong office with services available in Chinese as well as English. For emergency injunctions, our lawyers work closely with our BVI, Cayman, and Bermuda-based litigators and use the time zones to provide a 24 hour seamless service.
We are familiar with the corporate culture of Hong Kong listcos, and our team is able to provide commercial and practical solutions promptly. While we do not advise on Hong Kong law, we are fully aware of its implications, allowing us to provide offshore legal advice that fully complies with local regulatory requirements.
Key elements of our listco capabilities
- With over 73 percent of Hong Kong listcos incorporated in Bermuda or the Cayman Islands, Harneys is frequently instructed to advise listed companies at various stages of their growth on a range of issues, from initial public offerings, day-to-day compliance, and corporate governance issues, down to navigating the risks involved in delisting.
- Our team currently represents more listed companies in active litigation than any other offshore firm. We have amassed a wealth of experience advising on the offshore aspects of the highest-profile activist matters involving Hong Kong- and US-listed companies and fair value disputes in the Cayman Islands in recent years.
- We frequently advise on defensive strategies to neutralise proxy battles, activist challenges and hostile take-over attempts, including litigation when necessary. 2017 saw 13 offshore listed companies face proxy battles, activist challenges, and hostile take-over attempts, with Harneys advising the listed company or shareholder in nine of these disputes.
- As we act for both listcos and shareholders, we come across a wide range of issues and have developed unparalleled expertise in managing listco disputes, particularly contentious EGMs and AGMs. Issues we come across on a regular basis include unlawful adjournments of general meetings and attempts to flood the board with new directors before a proxy battle.
- Through regular attendance at contentious EGMs and board meetings, we can provide innovative and practical solutions in the most difficult and unforeseen circumstances. We feel that it is both our duty and privilege to actively support our clients in these difficult situations.
- Our approach is both strategic and holistic: when we advise a listco or shareholder, we take into account the local regulatory regime and listing rules. As we advise on Cayman, Bermuda, and BVI law only, we work with Hong Kong and US law firms to find the best solution for our clients.
- We often provide expert legal opinions on Cayman and Bermuda law for use in the Hong Kong Courts with impressive results, most recently securing an injunction compelling a listco’s board to comply with its own constitutional documents so that our client could put forward its nominee directors for election.
- Ultimately, we believe prevention is the best cure and regularly work with our clients to obtain injunctions in the BVI, Cayman or Bermuda to stop wrongful acts before they can occur. Our offices in Asia and on the islands can work around the clock to get urgent injunctions on the tightest of deadlines.
- Once a wrong has been committed, there is an array of powerful remedies available, which we can assist listcos and their shareholders to avail of. Such remedies include suing directors who have acted unlawfully, obtaining share buyouts or even a winding up of the listco for minority shareholders who have been treated unfairly, or pursuing those who have defrauded a company to recover the listco’s assets.
- Over time, our team has developed strong relationships with other key service providers in this area, including onshore counsel, proxy solicitors, public relations specialists, and other professionals. Our deep business networks enable collaboration with the leading industry professionals, ensuring we secure the best possible outcomes for our clients.
