Retail and Consumer Sector
Charltons advises many market leaders in the retail and consumer sector, including department stores, multichannel retailers, restaurants, designers and manufacturers, distributors, food and beverages companies, fashion and luxury brands, as well as brand and marketing consultants. We provide high impact advice to help clients deal with the challenges and opportunities presented by a continually changing business environment such as the retail and consumer sector.
Lawyers in our multi-disciplinary retail and consumer sector practice advise on a broad range of corporate and commercial matters, including corporate restructurings, strategic acquisitions and divestments, equity and debt financing, joint ventures and investments, brand and intellectual property protection, licensing, employment issues and incentive schemes, data protection and privacy, and potential antitrust issues. We also advise on sales, marketing, distribution, franchising, supply, manufacturing and logistics agreements. We have a deep understanding of the business drivers and challenges in this dynamic sector, as well as knowledge of the legal and regulatory issues faced by producers and retailers. Our lawyers provide an insightful and highly personalised service, supporting retail and consumer clients on complex issues by providing them with tailor-made legal solutions.
We have a particular expertise in advising on investments and joint ventures in China. We have almost two decades of experience in China and have offices in Shanghai and Beijing, as well as long established relationships with top Chinese law firms in all of the major Chinese cities. Our deep local knowledge and international perspective allow us to provide smart and practical advice to foreign investors negotiating joint ventures in China and other investments in Chinese retail and consumer sector markets.
Transfer of Business in Hong Kong
The transfer of business in Hong Kong, or any part thereof, consisting of a trade or occupation whether or not it is carried on with a view to profit (as may be the case for an asset transfer transaction), is subject to the statutory provisions of the Transfer of Business (Protection of Creditors) Ordinance (Cap. 49 of the Laws of Hong Kong) (“Transfer Ordinance”) which provides for protection of creditors of Hong Kong businesses which are being transferred.
Transferee to be liable for all debts and obligations of the transferor of business except if a “notice of transfer” is published
The Transfer Ordinance provides that whenever a transfer of business in Hong Kong occurs, with or without the goodwill thereof, the person to whom the business is transferred (the “Transferee”) shall, notwithstanding any agreement to the contrary, become liable for all the debts and obligations (the “Transfer Obligations”), including liability for tax charged or chargeable under the Inland Revenue Ordinance (Cap. 112 of the Laws of Hong Kong), arising out of the carrying on of the business by the transferor (“Transferor”) unless the procedures set down in the Transfer Ordinance are followed.
The Transferee however will not become liable for the Transfer Obligations if a “notice of transfer” is published not more than four months, and not less than one month, before the date of transfer and the notice of transfer has become “complete” (see below on when a notice becomes complete).
Manner in which a notice of transfer must be given
Every notice of transfer shall be signed by both the Transferor and the Transferee and shall be given by publication in :
- the Gazette;
- any two of such Chinese language newspapers circulating in Hong Kong as may be approved for the purpose by the Chief Secretary; and
- one English language newspaper circulating in Hong Kong which has been so approved.
When will a notice of transfer become complete?
Pursuant to section 4(4) of the Transfer Ordinance, a notice of the transfer of business in Hong Kong becomes complete upon the expiration of one month after the date of the last publication of the notice of transfer, unless proceedings are instituted against the Transferor in respect of any liability of the Transferor arising before such notice has become complete and out of the carrying on of his business. Where such proceedings are instituted, the notice of transfer shall (for the purposes of such proceedings only) be deemed incomplete pending the final determination of such proceedings (including all possible appeals, and pending the expiration of all periods during which such appeals may be brought).
Charltons has experience of the transfer of business in Hong Kong.