Kristi Swartz, managing partner of our Hong Kong office, concentrates her practice in mergers and acquisitions and private equity as well as public companies and capital formation. Ms. Swartz has a particular focus in corporate finance, SFC enquiries, licensing and enforcement, restructuring, joint ventures, and Hong Kong Stock Exchange enquiries.
Ms. Swartz has experience with SFC and HKEx Listing and compliance issues. She has acted for, and successfully defended, both companies and Directors (to include INED) on enquiries and investigations. Ms. Swartz has extensive experience dealing with compliance issues and market misconduct cases. She has successfully defended both companies and directors confronted with allegations of market manipulation and insider dealing.
Ms. Swartz advises Fortune 500 companies and high profile net-worth individuals worldwide, particularly in Hong Kong, China, Europe and Russia, in a broad range of industries, such as finance, venture capital, and telecommunications. She has provided legal counsel to East Asia Tax Service Limited, the Lithuanian Consulate, the Indian Chamber of Commerce, the Overseas Indian Organization (Hong Kong), and the Consulate of Uruguay, to name a few. She has also acted as a Director of three main board listed companies, and served as General Counsel to Henderson (China) Investment and Mr. Peter Lee Ka Kit.
Representative Matters
Below are some of the notable transactions in relation to Hong Kong listing/Hong Kong listed companies that Ms. Swartz has been involved in:
· Assisted a foreign listed bank to restructure their group and apply for authorization as a deposit-taking company in Hong Kong. The foreign listed bank intends to list on the Main Board of the Hong Kong Stock Exchange.
· Advised a large Chinese financial institution (a company incorporated in the PRC), on the proposed listing of its H shares on the Hong Kong Stock Exchange. The company is a financial institution with core businesses in life insurance, property and casualty insurance, trust and investment, securities and banking in the PRC.
· Advised a fashion garment group engaged in the retailing and trading business with retail stores in China and throughout Southeast Asia, on its financial restructuring. The company is incorporated in Bermuda with its shares listed on the Main Board of the Hong Kong Stock Exchange. Advice involved the negotiation of standstill arrangements with bank creditors, and the granting of a security facility by a wholly-owned subsidiary of another Hong Kong listed company.
· Advised a Hong Kong listed company that provides services on warehouse, storage, transportation and distribution, on its financial restructuring involving negotiations of standstill arrangements with bank creditors, a restructuring of the indebtedness of the group and disposal of non-core businesses of the group.
· Advised the direct investment arm of a major US financial services group, in relation to an investment in the convertible preference shares of a long-established global consumer electronic, interactive product and toy manufacturer, a company incorporated in the Cayman Islands with its shares listed on the Main Board of the Hong Kong Stock Exchange.
· Advised a Hong Kong listed company that provides services on warehouse, storage, transportation and distribution, on its very substantial disposal of its investment properties to and a lease back arrangement with an investor in an aggregate consideration of HK$2.2 billion.
· Advised a Hong Kong listed investment company on a share transaction involving the acquisition of effective interest in a PRC enterprise, and on a connected transaction involving the acquisition of the effective interest in a US company and including the making of a submission to the Stock Exchange and successfully obtaining a waiver from the requirement to obtain shareholders' approval at a general meeting.
Most recently, Ms. Swartz advised on a reorganization of a Chinese entity as well as a Hong Kong company of a U.S. cable-manufacturing company. Furthermore, she is now advising on a reverse takeover transaction, representing a Hong Kong company that involves in bullion investment.
Community Service & Affiliations
Over the course of 15 years of legal practice in Hong Kong, Ms. Swartz served as the board of directors of three listed companies on the Main Board of the Hong Kong Stock Exchange, and for over 2.5 years, she was heading up the audit committee of one of the listed companies. In addition, she was the in-house counsel of Henderson China (Investment Co.) Ltd., a subsidiary of Henderson Land Development Company Limited, prior to opening up her own practice in Hong Kong.
Ms. Swartz was rated in Asia Pacific Legal 500 (2000), the International Who's Who of Professionals from Chamber & Partners (2003, 2004), and was a finalist for "In House Team of the Year" by Asia Legal Business (2002).
Memberships
Commanderie de Bordeaux
Delta Gamma
Hong Kong Wine Society
Law Society of England and Wales
Law Society of Hong Kong