Corporate Transactions

Every business transaction carries risk. A poorly drafted shareholders' agreement can cripple a promising startup. An incomplete due diligence process can turn a lucrative acquisition into a financial disaster. A vague franchise agreement can spawn years of costly litigation.

At Jal N. Karbhari, Solicitors & Notary, we help businesses navigate the complex landscape of corporate transactions with precision, commercial pragmatism, and legal rigour. Whether you are incorporating a new venture, acquiring a competitor, restructuring your operations, or entering into a strategic commercial arrangement, we provide the legal expertise you need to protect your interests and achieve your objectives.

We are not just transaction lawyers. We are commercial advisors who understand that every legal document must serve a business purpose. We structure deals that work—not just on paper, but in the real world.

Startups & Entrepreneurs

Incorporating companies, drafting founders' agreements, and securing investment.

SMEs & Family Businesses

Succession planning, restructuring, and sale or acquisition of businesses.

Multinational Corporations

Cross-border mergers, acquisitions, and joint ventures.

Investors & Private Equity Firms

Due diligence, investment structuring, and exit strategies.

Franchisors & Franchisees

Drafting and negotiating franchise agreements.

Companies Entering the Hong Kong Market

Business registration, compliance, and commercial agreements.

Shareholders & Partners

Shareholders' agreements, dispute resolution, and exit mechanisms.

1. Mergers & Acquisitions (M&A)

M&A transactions are among the most complex and high-stakes corporate events a business can undertake. We guide clients through every stage of the process:

Strategic Advisory

Assessing the commercial rationale, identifying potential targets or buyers, and structuring the deal.

Due Diligence

Comprehensive legal due diligence on the target company, including review of contracts, employment arrangements, intellectual property, litigation risk, and regulatory compliance.

Transaction Structuring

Advising on the optimal structure (share purchase vs. asset purchase, merger vs. acquisition, offshore holding structures).

Drafting Transaction Documents

Share Purchase Agreements, Asset Purchase Agreements, Disclosure Letters, and Completion Schedules.

Regulatory Approvals

Advising on and obtaining necessary regulatory consents, including Competition Ordinance filings and sector-specific approvals.

Completion & Post-Completion

Managing the completion process, including payment mechanics, escrow arrangements, and post-completion integration.

We act for both buyers and sellers. We understand the asymmetrical risks in M&A transactions and structure protections accordingly—whether you are acquiring a business or selling your life's work.

2. Business Registrations & Corporate Structuring

Hong Kong is one of the world's most business-friendly jurisdictions. But the registration and compliance requirements can be confusing for the uninitiated. We advise on:

Company Incorporation

Registering private companies limited by shares, including drafting the Articles of Association and filing with the Companies Registry.

Sole Proprietorships & Partnerships

Registration and compliance for unincorporated businesses.

Foreign Company Registration

Registering overseas companies to establish a presence in Hong Kong (non-Hong Kong companies).

Corporate Structuring

Advising on holding company structures, group reorganisations, and tax-efficient corporate vehicles.

Ongoing Compliance

Annual returns, directors' and shareholders' meetings, statutory filings, and compliance with the Companies Ordinance.

We ensure your business is properly constituted, fully compliant, and structured for growth and tax efficiency.

3. Preparation of Commercial Agreements

Commercial agreements are the foundation of business relationships. A well-drafted agreement prevents disputes; a poorly drafted one invites them. We draft, review, and negotiate a wide range of commercial agreements, including:

Articles of Association

The constitutional document of a company, governing the rights and obligations of shareholders, directors, and the company itself. We draft bespoke Articles that reflect your specific requirements—not generic templates.

Shareholders' Agreements

Essential for any company with multiple shareholders. We draft agreements that address:

Voting rights and decision-making.

Dividend policies.

Share transfer restrictions and pre-emption rights.

Drag-along and tag-along rights.

Deadlock resolution mechanisms.

Exit strategies and buy-sell provisions.

Minority shareholder protections.

Agency Agreements

Governing the relationship between a principal and an agent. We ensure clarity on authority, commission structures, termination rights, and fiduciary obligations.

Franchise Agreements

For franchisors expanding their brand and franchisees entering into a franchise relationship. We address:

Territory and exclusivity.

Royalty and fee structures.

Intellectual property licensing.

Operational standards and quality control.

Termination and renewal rights.

Sale of Goods Agreements

Governing the supply of goods between businesses. We address:

Specifications and quality standards.

Delivery and risk transfer (Incoterms).

Payment terms and security.

Warranties and liability limitations.

Dispute resolution and governing law.

Distribution Agreements

Governing the relationship between suppliers and distributors, including exclusive distribution rights, performance targets, and termination provisions.

Joint Venture Agreements
For strategic partnerships between two or more businesses. We address governance, profit sharing, capital contributions, and exit mechanisms.

Licensing Agreements
For the licensing of intellectual property, technology, or know-how.

4. Post-Transaction & Dispute Support

Corporate transactions do not end at signing. We provide ongoing support for:

Post-Completion Integration

Advising on legal integration of acquired businesses.

Earn-Out Disputes

Resolving disputes arising from earn-out provisions in acquisition agreements.

Shareholder Disputes

Representing shareholders in disputes over management, dividends, or oppression.

Warranty Claims

Pursuing or defending claims for breach of warranties in M&A transactions.

Restructuring & Reorganization

Advising on group reorganisations, spin-offs, and demergers.

Whether you are launching a new venture, acquiring a competitor, or entering into a complex commercial arrangement, the legal foundation you build today determines your success tomorrow. At Jal N. Karbhari, Solicitors & Notary, we provide the legal expertise, commercial insight, and practical guidance you need to navigate corporate transactions with confidence.

Contact Jal N. Karbhari, Solicitors & Notary today for a confidential consultation on any corporate transaction matter.

Call us: +(852) 2367 7577

Email us: inquiries@karbharilaw.com

Visit us:

Rooms 703-705, 7/F, Cheung Lee Commercial Building, No. 25 Kimberley Road, Tsim Sha Tsui, Hong Kong