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高李严律师行在香港重新推出广受欢迎的「免费草拟遗嘱」计划 以庆祝推出首创的长者法律服务

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为了庆祝推出在香港首创的长者法律服务，高李严律师行（“OLN”）自豪地重新推出其广受欢迎的「免费草拟遗嘱」计划，该计划于2011年首次推出，在香港史无前例。OLN很乐意为任何向Child Welfare Scheme（（“CWS”），在香港注册的一间慈善机构）捐款2,900港元的捐赠者准备并见证签署一份简单并专业的遗嘱草拟*。

「我们很高兴向所有香港人重新推出我们的「免费草拟遗嘱」计划。我们认为，每个成年人至少应该写一份简单的遗嘱，将他们的资产留给他们选择的受益人，即他们自行选择的受益人。许多人认为他们不需要遗嘱，推迟签署遗嘱和/或不对他们的医嘱进行定期审查。另一些人认为准备遗嘱的成本太高，事情总会自行解决。我们的「免费草拟遗嘱」计划使完成遗嘱变得容易，同时通过帮助一个在香港注册已久的慈善机构回报社会。OLN选择CWS作为第一个受益于「免费草拟遗嘱」计划重新推出的慈善机构。这家在香港注册的慈善机构与尼泊尔基层的非政府组织合作，为尼泊尔小区的儿童、青少年和妇女及其家庭提供教育、医疗保健和社交机会。」OLN长者法律服务团队的联合负责人胡海伦律师（Helena Hu）说。

OLN的高级合伙人、长者法律服务团队的联合负责人高国峻律师（Gordon Oldham）表示：「我们还希望，「免费草拟遗嘱」计划将让人们意识到遗产规划的至关重要性。」「目的是帮助各个不同年龄的成年人认识到遗产规划中经常出现的复杂问题——遗嘱不仅简化了遗嘱检验过程，保护了亲人，还有助于明确一个人的人生目标和期望的遗产。」

CWS创办人Douglas Maclagan表示：「我们的慈善机构及重点关注儿童与青少年、妇女及其家庭的活动感谢高李严律师行的持续支持和善举。我们是2011年第一家受益于

「免费草拟遗嘱」计划的慈善机构，我们很荣幸有机会在「免费草拟遗嘱」计划重新推出时再次参与其中。我们祝愿高李严律师行作为香港长者法律服务的先驱取得巨大成功。」

惠及CWS的「免费草拟遗嘱」计划将于2024年6月3日启动，为期一个月。「免费草拟遗嘱」计划的所得款项将100%捐给CWS。其他已被OLN确定协作的香港慈善机构，将逐步推出「免费草拟遗嘱」计划。 如欲参与我们的「免费草拟遗嘱」计划，请填写登记表格。

如欲了解有关计划详情，请以电话（+852 2868 0696）或电邮（freewill@oln-law.com）联络我们的长者法律服务联合负责人胡海伦律师（Helena Hu）。

*「免费草拟遗嘱」计划适用于资产少于600万港元的人，而高李严律师行所提供的折扣适用于资产超过600万港元的人。

Debunking 5 Common Misconceptions about ESOP in Hong Kong

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Employee Stock Options Plans (ESOPs) are powerful tools for employee motivation and company growth. However, they are often misunderstood. Here, we debunk five common misconceptions about ESOPs and provide insights on creating effective plans.

1. One-size-fits-all Solution

Many assume ESOPs are a universal remedy. This is a misconception. Not all employees think long-term, shares alone may not incentivize them. Additionally, issuing shares dilutes current holdings. Consider rather a hybrid approach that combines ESOPs with short-term incentives.

2. Handling out shares guarantees employees’ motivation

    Distributing shares isn’t a surefire way to ensure employee motivation. Employees must understand the value of their shares and the benefits of the ESOP to feel motivated.

    Employers should consider conducting workshops and provide resources to educate employees about the ESOP.

    3. Just for big players

      There is a misconception that ESOPs are only suitable for large corporations. In reality, companies of all sizes can benefit from ESOPs. Craft your ESOPs to fit the specific needs of your company, regardless of its size or industry.

      4. Universal template

        Some believe that a single, universal ESOP template can fit all companies. This approach often fails to reflect the unique values, goals, and milestones of a company. In fact, customized, easy-to-understand ESOP plans are the key. Regular reviews and updates will keep your plan relevant and aligned with the company’s evolution.

        5. ESOPs hinder decision-making

          A common concern is that ESOPs can complicate decision-making processes. However, well-structured ESOPs can streamline these processes.

          Design tailored structures and buyback mechanisms to eliminate potential roadblocks. A well-executed ESOP can even promote collaboration and innovation, allowing employees to contribute meaningfully to the company’s strategic direction.

          Bonus: Don’t forget the legal ramifications. You mean to fail your ESOP if you just go for a set of short template documents. Partner with an experienced legal advisor to navigate the legal intricacies of ESOPs. This investment can save time, money, and headaches, ensuring your ESOP is legally sound and effective.

          Successful ESOP = clear communication + careful planning + transparency + tailor-made structure + regular review + expert advice

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

          Your 55th Birthday Surprise – a Senior Consultant Agreement! What to Look for Before You Sign

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          On your 55th birthday, you receive a lovely congratulatory message from “Talent and Care Resources” (also known as HR when you first began your career). They inform you that henceforth due to the firm’s “corporate insurance policy” (or similar explanation) that you will no longer be Partner or Principal at your professional practice. Rather, you need to be labelled a Senior Consultant and your new consultancy agreement is attached for your kind attention. Before you eagerly sign on the dotted line, review in particular the following:

          1. Insurance policy

          Ask to review said insurance policy that has required this change. Perhaps you approved it many years ago and it should now be renegotiated/updated. In addition, check that the provisions of the new insurance offer that the existing provider has likely given you are satisfactory.

          2. Job description and duties

          These may not align with what is your current reality, particularly if it has been cut and pasted from your previous agreement. Overly broad and/or ambiguous descriptions may lead to disagreements later. If you are in doubt about your job description and duties as stated in your offer letter, it is better to bring this up now and get expectations aligned or re-aligned. Sometimes it is simply a question of HR not having been updated. Or you may not agree to or may not like an expanded territory under your purview. Make sure you are happy with your stated job description and expected duties.

          3. Compensation and benefits

          Verify your remuneration package including salary, commission, bonus, entitlements, and the payment schedule. Make sure you understand how your bonus and incentive entitlements are earned. Check that statutory benefits such as paid leave, MPF contributions and compensation insurance are still covered. Make note of the non-compulsory perks/benefits that your firm has provided you with in the past and that these have been retained in their entirety.

          4. Staff manual or employee handbook (“staff manual”)

          Your consultant agreement will likely refer to a staff manual or similar document. Again, you may have approved it or even had a hand in revising it in the past. Make sure you have access to and have read the current document before you sign on the dotted line, as the terms of the staff manual are typically incorporated into your consultant agreement. You may find some internal rules or regulations that you feel need to be discussed before you sign on. For example, there may be an internal regulation that the company may reassign or transfer you to another location at their discretion, as circumstances demand. This may be a non-negotiable for you and you may need to request confirmation in the consultant agreement that you will be not reassigned and/or transferred without your prior written consent.

          5. Non-compete and confidentiality clauses

          Review your non-compete clause carefully for time and geographical restrictions, in particular. Recent case law has shown that Hong Kong courts will not enforce overly broad and imprecise non-compete clauses, which must be reasonable in the interests of both parties and where the restriction must be no wider than is reasonably necessary to protect legitimate business interests. In fact, there is a global trend to limit the validity of these clauses, with the US Federal Trade Commission taking the lead by proposing to ban them altogether.

          6. Governing law and dispute resolution

          Make sure the governing law of the contract is that of the Hong Kong Special Administrative Region which assures you of all your statutory rights in Hong Kong. Note the process to resolve legal disputes. This should be checked in conjunction with the staff manual for the internal process to handle disputes related to ongoing employment.

          7. Termination and Severance

          Note the termination terms and severance provisions. Make sure you understand the notice period required of you by the firm and that it is not unreasonably long. Check for your entitlements in the event of any type of termination.

          The fact that your firm has committed to an insurance policy that limits the insured to those under a certain age does not mean that your rights and remuneration package should change. Do not be afraid to seek clarification about the terms in your consultant agreement. It can potentially save you and the firm hours of unnecessary discussions and possibly even litigation if you iron out ambiguities for your own and the firm’s benefit. Once you have established clarity and parity (and this may involve constructive negotiation and compromise), you will be well positioned to happily excel in your newish role and continue to make meaningful contributions to your firm.

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

          New Residential Care Homes Legislation Will Come into Force on 16 June 2024

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          The long-awaited Residential Care Homes Legislation (Miscellaneous Amendments) Ordinance 2023 (the “2023 Ordinance”) will soon come into force, on 16 June 2024.

          The 2023 Ordinance puts into place more stringent requirements for the operators of Residential Care Homes. Failure to comply with the new requirements may result in a term of imprisonment up to a period of two years and the imposition of a fine up to $100,000, with an additional $10,000 per day for each day of non-compliance. Licenses and registrations may also be revoked. In addition, residents and relevant persons may have grounds to commence civil lawsuits in the event of non-compliance with the 2023 Ordinance.

          The new requirements include the following:

          • Abolition of the certificate of exemption scheme for all Residential Care Homes for the elderly;
          • Appointment of a proposed responsible person who is fit and proper;
          • Registration of a home manager or a home manager (provisional), who must be fit and proper, possessing certain specified qualifications;
          • Home manager or home manager (provisional) reporting of certain specified events;
          • Registration of health worker(s) who are qualified, competent, fit and proper;
          • Increase in minimum staffing;
          • Increase in the minimum area of floor space for each resident;
          • Limits on the use of restraints on residents;
          • Avoidance of the improper exposure of body parts to protect residents’ dignity and privacy;
          • Storage and administration of medicine.

          A Residential Care Home is defined as a facility with more than 5 persons aged 60 years or older who are residing there for the purpose of habitually receiving care while resident at the facility.

          Types of Residential Care Homes include:
          • Nursing Homes (for residents suffering from a functional disability to the extent they require daily professional care and attention and a high degree of professional nursing care, but not continuous medical supervision);
          • Care and Attention Homes (for residents who are generally weak in health and are suffering from a functional disability to the extent that they require daily personal care and attention in the course of daily activities but not a high degree of professional medical or nursing care);
          • Aged Homes (for residents capable of observing personal hygiene but have a degree of difficulty in performing household duties); and
          • Self-Care Hostels (for residents capable of taking care of observing personal hygiene and performing household duties).

          If you would like a copy of our complimentary Residential Care Home Compliance Checklist for Operators, please contact our Elder Law Practice Group Co-Head, Ms Helena Hu, at 2186 1830 or helena.hu@oln-law.com.

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

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          How Do I Force My Children to Take over My Business?

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          Over the years we have been asked by friends and clients alike a question along the lines of, “How do I persuade/bribe/force my children to take over my business?” Some have been more diplomatic in their phrasing but this has been a common desire of many a business owner. The hard work of building a solid, thriving enterprise may have taken place over many decades, yet none of the children are interested in taking it over. What to do? One volunteer is worth five pressed men so the exercise of free will rules but here are some options (not comprehensive) that can be considered:

          1. When succession planning time arrives, accept with gratitude that businesses come and go as a fact of life and consider selling the business. “Getting all your ducks in a row” means bringing business records up-to-date, ensuring key personnel are on board and doing everything to ensure the business can be sold at the highest price possible. It would be a shame to have the price beaten down because of intellectual property issues, expired licences or key staff being difficult, for example. Make sure your business is in order and make it as attractive as possible! Do not simply close down the business without enjoying some final gains, whether it be through asset and/or share sale(s). Distribute the proceeds as desired and enjoy a well-deserved, around-the-world vacation as the beginning of the rest of your life.

          2. For those with at least one child interested or potentially interested in taking an active part in the business, create a primary family trust that holds the family’s business shares and assets. The terms of the trust can be creatively devised, with two examples below:

          2a) Create sub-trusts for each child, with children willing to run the family business holding more shares or assets in their sub-trusts. Sub -trusts can vary in terms of their voting rights, distributions and entitlements. Incentives can be also be written into the trust terms. For example, actively contributing children can enjoy accelerated vesting and/or greater shares if and as they meet certain milestones with the business. Non actively contributing children would still receive shares but with slower vesting schedules; or

          2b) Family members actively working in the business could receive market rate remuneration including bonuses commensurate with their job duties separate and apart from their sub-trust allocations. The sub-trusts could then be equally allocated amongst the family members. Consider giving super voting rights to those actively engaged in the business.

          The family trust could have rigid governance terms or more flexible governance whereby a trustee or family council could consider distribution events regularly or on a case-by-case basis. Governance that is flexible allows for evolving circumstances and needs, including varying degrees to which second and third generations are able to maintain amicable and working relationships.

          Family trusts are structures that can be tailored to fit unique circumstances. For example, some family members may be prudent in their finances while others have less control over their spending patterns. A well devised family trust can optimise the preservation of wealth for each family member.

          In short, you cannot force your children to commit to your heart’s desire but you can certainly incentivise and treat them fairly when it comes to extending the life of your family business. Probably the most important consideration of all is to maintain harmony within the family or at least attempt to diminish the chances of discord, by planning ahead with proper professional guidance.

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

          Oldham, Li & Nie and Two of Its Partners Recognised in Benchmark Litigation Asia-Pacific 2024

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          We are pleased to announce that Oldham, Li & Nie has been recognised in 5 practice areas in the recently released Benchmark Litigation 2024 rankings, with new notable recognitions in Labour and employment and White collar crime practices.

          Ranked practice areas:

          • Commercial and Transactions
          • Family and Matrimonial
          • Labour and Employment
          • Private Client
          • White Collar Crime

          Moreover, two of our Partners have been honoured by the directory:

          • Gordon Oldham, Senior Partner – Litigation Star in Private client
          • Dantes Leung, Partner – Future Star in International arbitration and Commercial and transactions

          Our referees’ feedback:

          “The firm’s fee structure is very flexible and competitive, offering good quality compared to other legal service providers” (Aviation)

          “Oldham Li & Nie is able to provide a sufficiently wide range of legal services that cater to my company’s needs. The firm delivers prompt yet customised legal advice, even during inconvenient hours” (Commercial and transactions)

          “Efficient and capable of providing quality advice in the area of trusts and estates” (Trusts and estates)

          “Consistently delivers quality advice on trust matters” (Trusts and estates)

          Full Oldham, Li & Nie’s Rankings on Benchmark Litigation website

          About Benchmark Litigation

          Benchmark Litigation is the definitive guide to the world’s leading litigation firms and lawyers and is the only publication to focus exclusively on disputes.

          Since its inception in 2008, the Benchmark brand has grown dramatically to become the definitive hub for in-depth analysis of the players shaping the dynamic practice of litigation.

          The Asia-Pacific guide 2024 is a results of a thorough research conducted through extensive interviews with dispute resolution specialists, litigators, and their clients by a dedicated team located in Hong Kong.