A deal across three jurisdictions — under whose law, and on whose terms?
We structure and document cross-border investment and corporate transactions: share and asset deals, joint ventures and contract frameworks under English law — run end to end by a senior team.
What we solve
Cross-border deals fail in the gaps: between legal systems, between what the term sheet says and what the documents deliver, and between signing and closing. When buyer and seller sit in different parts of the world, somebody has to own the whole transaction — not just one jurisdiction's slice of it.
That is the role we take. We structure the deal, draft and negotiate the documents — typically under English law, the region's neutral default — run due diligence that ranks findings by what changes price, and manage closing across time zones. Where a step touches Hong Kong law, it is completed with a locally licensed firm.
What we do
Share & asset deals
Sale and purchase of companies and assets across borders: structure, documents, signing and closing mechanics.
Joint ventures & shareholder agreements
JV structures and SHAs that anticipate deadlock, exit and money flows — before they happen, not after.
Cross-border investment structuring
Entry routes, holding levels and approvals mapping for investments into and out of Asia.
Due diligence
Legal due diligence with findings ranked by what changes price or kills the deal — not a data-room inventory.
SPA & contracts under English law
Transaction documents under English law, the default neutral choice for cross-border deals in the region.
Post-closing integration
Completion accounts, earn-outs, restructuring steps and the corporate housekeeping that follows closing.
Minority protection
Board seats, veto rights, information rights, tag and drag mechanics — protections that hold up when relations sour.
Representative experience
Acquisition of a regional distribution business
Acted for a buyer acquiring an Asian distribution company through a Hong Kong holding vehicle, under an English-law SPA with deferred consideration tied to the retention of key contracts.
Joint venture between CIS and Mainland partners
Structured a manufacturing joint venture with a Hong Kong holding company, an English-law shareholders' agreement and an HKIAC arbitration clause.
Exit from a minority position
Advised a financial investor on exercising exit rights under a shareholders' agreement, achieving a negotiated buy-out without proceedings.
Matters are described without identifying parties or amounts. More representative matters.
Partners recognised in Chambers and Legal 500.
Recognition sits with the individuals who run your matter — not with a logo. The partners responsible for this practice are listed in the leading independent directories.
- 01Initial meeting and conflict check, then a written assessment of your situation.
- 02A proposal with a clear fee structure and scope before any work begins.
- 03The matter is run with regular updates and direct partner access.
- 04A result report and a recommendation on next steps.
The team for this practice
Victor Lazarev
Cross-border transactions, English-law deal documents, sanctions and AML compliance.
Timothy Kwok
Corporate law, transactions, due diligence.
Leonid Kim
Corporate and transaction support.
Adrian Wong
M&A, investment transactions, corporate law.
Questions clients ask
Why are cross-border deals in Asia documented under English law?
Because both sides can accept it. English law is predictable, deeply tested in commercial disputes and arbitration-friendly — which matters when the parties sit in jurisdictions that do not trust each other's courts. It is the region's neutral default, and we draft to it daily.
Can you run the whole deal, or only parts of it?
End to end: structure, documents, negotiation, due diligence and closing. Where a step is a matter of Hong Kong law — stamp duty filings, registry steps, court-sanctioned procedures — it is completed with a locally licensed firm under our coordination.
How long does due diligence take?
It depends on scope and the state of the data room, but our format is constant: a red-flag report first, ranked by impact on price and deal certainty, followed by detail only where it changes a decision. We do not bill you for an inventory of the data room.
What size of deal do you act on?
Our centre of gravity is the cross-border mid-market — owner-managed groups and financial investors. The honest threshold is complexity, not size: if the deal crosses borders and the documents have to hold, it fits this practice.
Who will actually work on the transaction?
A partner, plus a named team you will know by first name. Deal staffing is fixed at engagement, with partner contact at every key point and an agreed SLA on turnaround — no leverage pyramid.
Do you handle the tax side of the deal?
Yes, together with our Tax Positions practice. Deal structure, withholding on the price flows and the post-closing position are analysed before signing — not discovered after.
What happens between signing and closing?
Conditions precedent get satisfied and evidenced: approvals, consents, financing, pre-closing restructuring steps. We run the checklist, track who owes what by when, and prepare the closing so that the day itself is administrative — not dramatic.
From the M&A & Transactions cluster
Why your Asian deal is probably under English law
Due diligence findings that actually change the price
JV deadlock clauses that work when relations sour
Practitioner notes for this practice are in preparation and will appear in the M&A & Transactions cluster.
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