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Making Sense of Jurisdiction-Admissibility Distinction: When Day Becomes Night

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(This article was published in the April 2023 Issue of the Hong Kong Lawyer)

Introduction

Multi-tiered arbitration agreements, which typically require contract parties to go through good faith negotiation or mediation before commencing arbitration, are not uncommon. Whilst parties may perhaps reasonably expect no arbitration at all unless and until such pre-arbitral requirements (PAR) are complied with, the reality may actually surprise everyone.

In C v D [2021] 3 HKLRD 1 (HKCFI); [2022] 3 HKLRD 116 (HKCA), the Hong Kong Courts considered the issue whether a challenge on the basis of non-compliance with PAR constituted a jurisdictional challenge to an arbitral tribunal. Both the HKCFI and the HKCA drew on the distinction between the concepts of jurisdiction of a tribunal and admissibility of a claim, and held that non-compliance with PAR went to “admissibility rather than jurisdiction” unless the parties expressly stated otherwise. Since the challenge was held non-jurisdictional in nature, the Courts cannot review the correctness of the decision. Hence, as in C v D, regardless of compliance with PAR, the tribunal still has jurisdiction and arbitration can actually be proceeded with, apparently contradicting the reasonable expectation of the parties.

This article will critically examine the distinction between jurisdiction and admissibility, and the reasoning in C v D. For the purpose of this article, it will be assumed that there is no difference between “no arbitration shall be brought unless X” and “in the event of X the parties may arbitrate” (Republic of Sierra Leone v SL Mining Ltd [2021] EWHC 286 (Comm)). It will be argued that the ultimate question is whether the challenge at issue goes to jurisdiction or not. It is respectfully submitted that a challenge on the basis of non-compliance with PAR should be properly characterised as jurisdictional in nature.

C v D

In C v D, C commenced proceedings against D to set aside a partial award obtained allegedly without complying with the PAR in the arbitration clause which required the parties to attempt good faith negotiation for 60 business days before referring any unresolved dispute to arbitration in Hong Kong.

The HKCFI held, and the HKCA subsequently upheld, that the objection went to admissibility of the claim rather than jurisdiction of the tribunal and hence the Courts will not review the correctness of the award in question, on the following reasoning:

  1. There was a distinction between jurisdiction of the tribunal and admissibility of the claim.
  2. As explained by the SGCA in BBA v BAZ [2020] SGCA 53 (concerning an objection based on time bar) and BTN v BTP [2020] SGCA 105 (concerning an objection based on res judicata), the test of distinction is essentially the “tribunal versus claim” test, which asks whether the challenge is targeted at the tribunal (in the sense that the claim should not be arbitrated due to a defect in or omission to consent to arbitration) or at the claim (in that the claim itself is defective and should not be raised at all). In both cases, the SGCA held that the objections based on time bar and res judicata were directed at the claim only and are not jurisdictional in nature.
  3. The distinction between jurisdiction and admissibility may be blurry, and on occasion it may be difficult to know where one ends and the other begins, yet that is no different from being able to know when day becomes night. There is always going to be a twilight twixt the two (Robert Merkin and Louis Flannery, Merkin and Flannery on the Arbitration Act 1996 (6th edn, Rotledge 2019), [30.3]).
  4. There was no indication in the arbitration agreement that the parties intended compliance with PAR to be a matter of jurisdiction, and it seems unlikely that the parties intended to re-open their case in litigation after a full hearing before and a decision by the arbitral tribunal.
Jurisdiction and Admissibility: Distinction or Dichotomy?

As a preliminary observation, when considering whether the challenge was a jurisdictional one, both HKCFI and HKCA held that non-compliance with PAR went to “admissibility rather than jurisdiction”. With respect, the use of such a phrase is unfortunate as it suggests that there is a dichotomy between admissibility and jurisdiction.

Although there may be a distinction between admissibility and jurisdiction, the two concepts may not necessarily be mutually exclusive, such that a single event may indeed give rise to a challenge on both admissibility and jurisdiction. This point may be illustrated by reference to an example given by the House of Lords in Fiona Trust and Holding Corporation v Privalov [2007] UKHL 40, [17]: if the main agreement and the arbitration agreement are contained in the same document and one of the parties claims that he never agreed to anything in the document and that his signature was forged, that will be an attack on the validity of the main agreement and the arbitration agreement.

Therefore, it is respectfully submitted that, in considering whether a challenge is jurisdictional in nature, it is less helpful to make reference to the concept of admissibility. The ultimate question should be to ask whether the challenge is jurisdictional (i.e. directed against the tribunal).

Challenge on the Basis of PAR Jurisdictional in Nature

The starting point is that PAR have been characterised as jurisdictional, an issue of admissibility, or procedural in different case authorities (Gary Born, International Commercial Arbitration (3rd edn, Kluwer Law International 2021), 988-989, 997-999). It is fair to say that there is no uniform approach among different legal systems.

In light of the diverse opinions, it has been argued that the intention of the parties should be taken into account in interpreting PAR, as the HKCFI and HKCA claimed to have done in C v D. Regrettably, instead of examining the underlying facts to ascertain the parties’ true intention, the Courts did no more than pronouncing the judicial policy on arbitration (e.g. speed, finality, etc) and the corresponding legal presumption on parties’ intention – that the parties are presumed to have intended PAR to go to admissibility which shall be dealt with exclusively by the arbitral tribunal. Such application of judicial policy and legal presumption is apparently circular: the jurisdictional challenge mechanism is well within the arbitration regime, and it cannot be argued that by submitting to arbitration, the parties somehow intend to regard an otherwise properly characterised jurisdictional challenge as non-jurisdictional for the sake of speed and finality. The Courts’ approach begs the question of the proper characterisation of PAR.

It should be noted that issues of time bar (as in BBA v BAZ) and res judicata (as in BTN v BTP) are classic examples of issues of admissibility. They attack “the claim” (a particular claim in question but not any other potential claims) and are not directed at the tribunal in any way. In other words, leaving aside the challenge, the tribunal has general jurisdiction to rule on any other claims not subject to time bar or res judicata.

Yet non-compliance with PAR raises challenge of a very different nature. PAR do not attack “the claim” in the same way as issues of time bar or res judicata – indeed PAR do not attack “the claim” in particular but generally apply to any and all claims within the scope of the arbitration agreement, such that apart from those claims subject to PAR, there can be nothing at all for the tribunal to rule on. This, in our respectful submission, crosses the fine line of the distinction to demonstrate that the tribunal actually has no general jurisdiction whatsoever. To further the day-and-night analogy in Merkin and Flannery at [30.3], day does not become night if one light ray is removed, but it is definitively night when there is no light ray at all. In any case, PAR as a jurisdictional issue is also consistent with parties’ intention, since it provides double safeguard (i.e. at the tribunal level and at the court level) to the intention to have no arbitration at all before compliance with PAR.

The Real Concern

It appears that the Courts’ real concern was that if arbitration is contingent upon certain pre-arbitral steps, a party’s failure to take them would allow the other party to withdraw from its commitment to arbitrate (Alexander Jolles, “Consequences of Multi-tier Arbitration Clauses: Issues of Enforcement” (2006) 72 Arbitration: The International Journal of Arbitration, Mediation and Dispute Management 329, 335). This concern is misconceived.

The failure to comply with PAR does not automatically entitle the innocent party to withdraw from the arbitration agreement (Hugh Beale, Chitty on Contracts (1st supp, 34th edn, Sweet & Maxwell 2022), [4-197] – [4-203]). The defaulting party may still comply with PAR later in order to commence arbitration. Since the arbitration agreement is still valid, operative or capable of being performed, section 20 of the Arbitration Ordinance (Cap. 609) applies to prevent litigation in the interim, pending compliance with PAR.

Of course the multi-tiered arbitration agreement may be repudiated on the defaulting party’s unequivocal statement of non-performance of PAR constituting anticipatory breach. In that case, it is up to the innocent party to accept the repudiation, or not if it still prefers arbitration. If the innocent party decides the former, the dispute shall be resolved by court litigation and the defaulting party must take the consequence of its own repudiation.

Some might argue that “this hardly corresponds with the parties’ intention” (Jolles, “Consequences of Multi-tier Arbitration Clauses”, 335), but it must be borne in mind that as a matter of law, the default dispute resolution mechanism is court litigation. As an exception to default court litigation, the parties may by consent agree to arbitration within certain parameters. Nevertheless, where arbitration for whatever reason cannot be held within all fours of the parameters set by the parties originally, the inescapable reversion back to court litigation is by operation of law and parties’ intention in that regard is irrelevant.

The Proper Approach

Arbitration is a consensual dispute resolution process. Parties’ consent to arbitration can be found in the arbitration agreement. It is respectfully submitted that the proper approach to determine whether a challenge is jurisdictional is to consider (a) whether the challenge attacks the arbitration agreement which forms the basis of the jurisdiction of the tribunal, and (b) whether there could be any claim (other than those subject to the challenge) that the tribunal could rule on.

Applying this approach, the challenge in C v D was plainly jurisdictional in nature: the challenge attacked the arbitration agreement in the sense that the PAR in the arbitration agreement were allegedly not complied with; there could be no claims whatsoever that the tribunal could rule on apart from those subject to the challenge.

Conclusion

Given the significance of arbitration as a popular dispute resolution mechanism, and the prevalence of multi-tiered arbitration agreements, it is without doubt a question of general importance whether a challenge on non-compliance with PAR is jurisdictional in nature and subject to review by the court. C v D is currently subject to appeal to the HKCFA. It is hoped that the top court of Hong Kong will give ultimate guidance to arbitration parties on the proper characterisation of PAR. 

ChatGPT and What It Means for You

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In what seems to have occurred overnight, ChatGPT has become one of the hottest topics of discussions around the world. In its own words, ChatGPT is “an AI-powered chatbot developed by OpenAI, based on the GPT (Generative Pretrained Transformer) language model. It uses deep learning techniques to generate human-like responses to text inputs in a conversational manner.” Open AI was co-founded in 2015 by Elon Musk and Sam Altman and is backed by investors such as Microsoft.

Interest in ChatGPT and its ability to produce human-like responses is what makes ChatGPT so interesting and impressive, not to mention the vast knowledge available to ChatGPT providing users with informed and detailed responses. A quick review of viral stories, you will soon see that many individuals are using ChatGPT to assist in writing messages, writing code, writing academic papers, translating text or speech, researching information and even assisting individuals with day-to-day tasks such as scheduling appointments/meetings, creating a nutrition plan and finding recipes, travel itineraries and even creating content for social media.

Whilst ChatGPT is not currently accessible in Hong Kong, but easily overcome, it is still an important topic to discuss. Thus, whilst ChatGPT is still in its infancy, there is much to be learned as this technology continues to develop. We at OLN believe it is important that both our team and our trusted clients are aware of this developing technology as it becomes an increasingly and widely used AI tool both outside and within the workplace.

1. Will ChatGPT result in redundancy?

One of the most important questions asked is whether the introduction and use of ChatGPT will result in redundancy, with human-held jobs being replaced by ChatGPT. There is no doubt that ChatGPT will replace certain components of human-held jobs, however, what is more likely to occur is that ChatGPT will enhance a lawyer’s skillset and allow him/her to thrive by working alongside ChatGPT. The poignant question to ask is not whether ChatGPT will replace humans and result in redundancy, but rather how can humans use ChatGPT to his/her advantage in the workplace? One of the key advantages of ChatGPT is that it will result in time-saving which in the workforce results in costs-savings. When using ChatGPT, a key takeaway is that the user understands the importance of the question prompt. Asking the correct question will get you the response you want and need and failure to ask the correct question with the key prompts could take ChatGPT down another path.

A quick question directed to ChatGPT about whether redundancy is a risk, ChatGPT will acknowledge its limitations. Whilst efficiency and speed may be gained, human touch and the need for soft skills cannot be replicated by an AI bot. To quote ChatGPT, “this therefore brings forth unprecedented opportunities for lawyers to optimize their skills and service offerings to clients.” Perhaps then, this is an opportune time for lawyers to nurture and embrace the need for soft skills in the workplace and with clients. This can easily be accomplished through regular check-ins, face-to-face meetings and human-to-human telephone calls.

2. What risks should we be aware of?

ChatGPT is an emerging technology and essentially is still in its infancy. Reports in the media state that even Elon Musk, one of the co-founders of OpenAI is saying we must slow down the process as it is still developing and there is much to be learned about this technology. Some countries are even banning ChatGPT so does that mean other countries will follow suit?

One of the key reasons why there is such hesitation with ChatGPT is the issues surrounding privacy. In order for ChatGPT to work properly, users are required to place question prompts into the AI bot. A well-crafted query will result in a more enhanced and detailed response by the ChatGPT. However, many human users may also add in detailed queries which could essentially invade privacy and result in private data being collected, used and accessed by ChatGPT. We have already seen privacy issues come forth with other apps and software such as Tik Tok and the cloud. It is almost guaranteed the same privacy queries and concerns will arise with the growing use of ChatGPT. At OLN, we are committed to privacy and ensuring the privacy of our clients and have created parameters for our staff and colleagues when using ChatGPT such that client information and details are never input into the AI bot.

In addition to privacy concerns, there is also the question of adaptability. At this time, the most recent and up-to-date ChatGPT is ChatGPT 4.0 and can now connect to the worldwide web and therefore has full access to up-to-date information that is currently on the internet. However ChatGPT 4.0 is a paid service, and not generally used yet by the public. ChatGPT version 3.5 is the most widely used version and is not connected to the worldwide web and is only trained with data up to the year 2021. OpenAI claims that the newest version of ChatGPT has “more advanced reasoning skills” but it is still not fully reliable and may “hallucinate” by inventing facts or making reasoning errors. Again, ChatGPT’s experience and adaptability is limited to the internet and cannot be replicated by human experiences. As humans, our brains have the ability to adapt to experiences and senses around us, which AI bots cannot. Thus, this again emphasizes the limitations of ChatGPT as it is not a human brain and cannot adapt as easily as a human.

Finally, whilst ChatGPT’s response to queries may be fast and detailed due to its vast access to knowledge, is it reliable? The responses provided by the AI bot must be verified and checked by readers. It may be tempting for users to trust the information without question, but to do so could be catastrophic if the information is improperly used. This is when human knowledge and expertise will come into play to ensure that the information is certainly not trusted simply because it was provided by ChatGPT. Similar to any information on the web, everything must be checked and verified with the critical thinking of the human mind.

So, what does ChatGPT mean for OLN and our clients? First and foremost, OLN will stay up-to-date on the ever-evolving world of ChatGPT. We are also committed to having continuous discussions about the evolution of ChatGPT. At this time, ChatGPT is simply an evolving technology that we are keeping a close eye on, but have not implemented using at OLN as our services to clients cannot be replicated by AI technology and only through the work and experience offered by our lawyers and support staff. This is not to say that ChatGPT may become an integral part of any law practice, however, at this time the use of ChatGPT is premature at OLN.

Your Call To Action: Now that you have an overview of ChatGPT and some of the key points and risks to consider with this AI technology, it is time for you to take action in your own business and practice. Do not let this pass you by as this is now an opportunity to head up a roundtable discussion with your staff and colleagues on technology that will soon become an integral part of your business. It is important to remain up-to-date on this evolving technology and you now need to consider challenging your staff and colleagues about ChatGPT. Ask your staff why they should not be concerned about being made redundant and seek information from staff on how they will continue to play an invaluable role in your business despite ChatGPT. Most importantly, consider how ChatGPT can be implemented into your business to save time and costs, thus enhancing your overall business and business practice. If you wish to discuss this further with us at OLN, as have several of our other clients, we are happy to discuss this with you as an objective sounding board.

Share purchase vs Asset purchase – What are the differences?

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Introduction

When people contemplate buying a business, the first thing that comes to mind is generally whether to buy the shares of the target company or simply to buy the assets of it. This article aims to highlight the differences between a share purchase and an asset purchase and some points to consider before deciding which route to go for.

A share purchase involves the transfer of the ownership of the shares of a company from the seller to the buyer. As a result, the buyer acquires control over the company and all its assets, liabilities, and obligations. In Hong Kong, the transfer of shares is typically subject to stamp duty, which is payable by both the buyer and the seller. On the other hand, an asset purchase involves the transfer of specific assets and liabilities of a company from the seller to the buyer. The buyer can cherry-pick which assets and liabilities to acquire, and the seller retains the ownership of the remaining assets and liabilities. The actual transfer of assets may be subject to various taxes and duties, depending on the nature of the assets.

Below are some key points that a buyer should take note of before deciding whether a share purchase or an asset purchase best suits his needs. In the following paragraphs, we have assumed the purchase of the entire issued shares or assets of a non-listed Hong Kong company.

Assets and Liabilities

In a share purchase, a buyer buys the shares of the target company while the company remains the owner of its assets. In other words, the target company’s assets and liabilities do not change hand. Hence, if the buyer wishes to buy the entire issued shares of the target company, he should hive off any unwanted liabilities (e.g., loans, accounts payable, etc.) before closing a deal. This is usually done by way of requesting the seller to settle all unwanted liabilities or have them assigned to the sellers before closing, generally by inserting a condition precedent to completion in a Sale and Purchase Agreement (the “SPA”). This ensures that the target company will not continue to hold those unwanted liabilities after the buyer takes over it. Nonetheless, the buyer may still be faced with undisclosed liabilities.

In a business purchase, a buyer is free to choose what assets he wants in order to suit his own business needs. By choosing to buy assets of the target company, the buyer typically does not want to assume the existing liabilities of the target company, and all liabilities remain with the target company. However, a buyer should be aware of the provisions of Transfer of Business (Protection of Creditors) Ordinance (Cap. 49 of the Laws of Hong Kong) (the “TOBO”). Pursuant to the TOBO, the transferee may be held liable for all debts, obligations and liabilities of the transferor arising out of the carrying on of the business notwithstanding that the buyer only takes over the assets but not the liabilities of the target company, unless certain requirements are satisfied (as discussed below)[1].

The seller in an asset purchase is the proprietor of the asset in question, which normally is the operating vehicle of the business. Unless the buyer only purchases part of a business and has no knowledge that the assets he purchased form part of the business[2], the parties should ensure notice is given to the creditors of the seller by publishing a notice of transfer (the “notice”) according to the TOBO. In relation to the notice requirements, a buyer should take note of the followings: –

  • First, the notice must be given not more than 4 months, and not less than 1 month, beforethe date of transfer[3];
  • Second, the notice must be complete at the date of transfer. A notice becomes complete 1 month after its last publication, if no proceedings having been instituted by a creditor of the business[4]; and
  • Third, the notice must include contents prescribed under section 5 of TOBO and published in the Gazette, in 2 Chinese-language newspapers and 1 English-language newspaper as approved by the Chief Secretary for Administration from time to time[5].

If any creditor of the seller objects to the proposed sale of the assets or business, they may apply to court during the period referred above for an order to prevent or delay the transfer of the assets/business.

Third Party’s Consent

Unless an agreement previously entered into by the target company contains a ‘change of control’ provision that requires the other contracting party’s prior consent before any proposed change in control of the target company, third party’s consent is usually not required in a share purchase. For example, an exclusive supply agreement may provide that if the ownership of the supplier changes hands, the agreement shall come to an end. The buyer intending to acquire the exclusive supply, which may form a major part of valuation of the target company, should obtain from the manufacturer a waiver of its right to terminate the agreement. The waiver should also form part of the condition precedent to completion in the SPA to safeguard the interests of buyers.

On the contrary, a business purchase is less neat and tidy. All kinds of contracts forming part of the business the intended buyer is interested in shall be transferred, assigned and novated to the buyer by the seller.

Employment Matters

Typically, in an asset purchase transaction, the buyer will continue to employ the existing employees of the target company. This is done by way of transferring those employees to the buyer’s employment. However, the buyer should take note of two things, first, there is no automatic transfer of employment under Hong Kong laws, those employees must consent to the transfer. Second, the continuity of the period of employment of those employees whom the buyer chooses to offer to re-employ may be preserved according to the Employment Ordinance (Cap. 57 of the Laws of Hong Kong), and this effectively means that the buyer will take up all the payment liabilities arising out of a continuous contract (e.g., severance payment or long service payment) for the period of employment under the seller’s company. However, if a buyer considers not to employ the existing employees of the seller, i.e., the target company, the buyer should ensure that the seller has settled all payment liabilities arising out of the employment of such existing employees, such as making this a condition precedent to completion of the purchase, to avoid any potential hassle or dispute with the seller’s existing employees after the transaction completed. In a share purchase transaction, employees of the target company remain to be employed by the target company and there is no issue of re-hiring of employees. However, if the buyer does not wish to retain certain employees after closing, the buyer should negotiate with the seller in advance and ensure all the employment matters with existing employees have been taken care of before completion.

Tax Implications

The seller in a share purchase is an existing shareholder of the target company. To effect a share transfer, the buyer and the seller shall execute a set of transfer documents (which include instrument of transfer and contract notes). The parties shall submit the original documents to Stamp Office of the Hong Kong Inland Revenue Department for stamp duty adjudication. Before the target company can enter the name of the new shareholders onto its register, the parties shall pay the stamp duty as adjudicated and deliver the stamped transfer documents to the target company. The stamp duty payable is 0.26% of the consideration as stated on the contract notes or the net asset value of the company, whichever is the higher. The buyer in a share purchase transaction may be able to utilize the target company’s tax losses and other tax attributes in the continuing operation of the target company.

Transfer of assets may, on the other hand, subject to various taxes and duties, depending on the nature of the assets purchased.

Conclusion

There is no hard and fast rule on which type of purchase is better, it all depends on the buyer’s preference and business needs. As each deal differs from another, professional advice should be sought at the early stage, and due diligence should be performed to identify risks in the deal. If you have any enquiries about the subject matter of this article, please contact our Mr. Simon Wong for further discussion.

Disclaimer: This article is for general reference only. Nothing herein shall be construed as legal advice. Oldham, Li & Nie and the author shall not be held liable for any loss and/or damage incurred by any person acting as a result of the content of this article.

[1] Sections 3 and 4 of Cap. 49

[2] Section 3(2) of Cap. 49

[3] Section 4(1) of Cap. 49

[4] Section 4(4) of Cap. 49

[5] Section 5(3), Cap. 49

Oldham, Li & Nie Advises on an Award-Winning Deal

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Oldham, Li & Nie has advised on the deal ESR purchase of logistics assets from DLJ which has been recognised by the China Business Law Journal (CBLJ) as one of the “Deals of the Year 2022” in the category “Cross-border deals”.

The deal relates to the purchase by ESR, the largest real estate manager in the Asia-Pacific, of an 11-asset portfolio from US-based DLJ Real Estate Capital Partners for RMB4.4 billion (USD656 million).

The portfolio, consisting of logistics and industrial assets spanning 550,000 square metres of gross floor area cross the Yangtze River Delta ‒ including Shanghai, Kunshan, Suzhou, Taicang and Hangzhou ‒ is the largest of its kind sold in the “greater Shanghai” area.

Oldham Li & Nie acted as Hong Kong legal counsel to ESR, the deal was led by our Consultant Cermain Cheung and Associate Phyllis Wong.

Learn more about the winning deals – https://law.asia/deals-china-2022/

About China Business Law Journal

China Business Law Journal is a fully bilingual (simplified Chinese and English) monthly magazine for China-focused business and legal practitioners. CBLJ selects the deals of the years that stand out for their “overall significance, complexity, innovative nature and deal size”.

Oldham, Li & Nie Has Once Again Been Recognised as a Caring Company

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We are pleased to be once again recognised by the Hong Kong Council of Social Service (HKCSS) as a Caring Company. The award is a recognition of OLN’s commitment in Caring for the Community, Caring for its Employees and Caring for the Environment.

Caring Company Oldham, Li & Nie

Some of our initiatives in 2022:

  • During the most challenging months of Covid-19 pandemic in Hong Kong, we launched our 3rd “Free Will Campaign”, we drafted a free Will to everybody who donate a small amount of money to our partner charity – Helping Hand, an NGO dedicated to serving the elderly in Hong Kong. 100% of funds went towards providing food and other essentials to help the elderly affected by the Covid-19 crisis.
  • In October, we held a “Dress Pink Day” to show our support to our colleagues, friends, mothers, wives, sisters and daughters who have battled breast cancer. The staff and the firm made donations to the Hong Kong Cancer Fund, their donations went to preventing and curing breast cancer through research, patient support, education and advocacy.
  • As part of our GO GREEN effort, we digitalized our engagement letters, switched to “e-sign” procedures and “think before you print” mentality.
About the Caring Company Scheme

The Caring Company Scheme was launched by The Hong Kong Council of Social Service (HKCSS) in 2002 with the purpose to foster strategic partnerships among business and social services partners and inspire corporate social responsibility through caring for the community, employees and the environment.

OLN Has Once Again Been Recognised by The Legal 500 Asia Pacific

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We are pleased to share that Oldham, Li & Nie has been recommended again by The Legal 500 in its 2023 Asia Pacific edition for our Commercial, Corporate and M&A practice. The Legal 500 stated “Under the leadership of Tracy Yip acts on corporate matters across Asia, including restructurings, acquisitions and disposals, corporate governance issues, joint ventures and commercial agreements. Yip heads up the firm’s M&A practice, while founder and senior partner Gordon Oldham has a particular focus on the drafting of commercial contracts and restructurings. Simon Wong is another name to note with experience across M&A and capital markets deals.”

OLN has also been named for the first time as the Firm to Watch for our Restructuring and Insolvency practice – “Oldham, Li & Nie, led by Richard Healy, carries a strong breadth of restructuring & insolvency matters and has garnered specific expertise in audit negligence as well as large scale winding up proceedings.”

OLN IP Services, our Intellectual Property consultancy, has also been recognised by the directory this year.

Legal 500 Asia Pacific Leading Firm 2023 Oldham, Li & Nie
Legal 500 Firms to Watch Oldham, Li & Nie
About The Legal 500 Asia Pacific

Published annually, The Legal 500 Asia Pacific Guide provides unbiased commentary and insight into the legal marketplaces of 25 Asia Pacific jurisdictions.

The rankings reflect the results of detailed analysis of law firm submissions and thousands of interviews conducted by The Legal 500 team of experienced researchers.

The directory also lists Firms to Watch to highlight those likely to make their mark on the rankings in the years to come.