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Introducing JSM

Homegrown.
Global outlook.

Our story is more than 160 years old. It is a story that demonstrates the resilience, spirit and strength the people of Hong Kong are renowned for, as our city grew from the small provincial port in Southern China to become the leading global financial and legal centre that it is today.

When the world has changed so has our firm – always taking the initiative to find the best course through unchartered territory for our clients, the community and our people.

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Introducing Johnson Stokes & Master (JSM)

Our story is more than 160 years old. It is a story that demonstrates the resilience, spirit and strength the people of Hong Kong are renowned for, as our city grew from the small provincial port in Southern China to become the leading global financial and legal centre that it is today.

When the world has changed so has our firm – always taking the initiative to find the best course through unchartered territory for our clients, the community and our people.

View more
Who we are

Established in 1863.

Reinvented in 2024.

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Latest publications

The Hong Kong Court of First Instance has confirmed in Caidao Capital Ltd v Harmen Christiaan Overdijk & Ors [2026] HKCFI 1326 that the definition of “wages” under the Employment Ordinance is broad enough to cover commission-only payments under a profit share remuneration structure and that withholding those payments can amount to constructive dismissal. Employers who impose new conditions on commission payments, suspend them unilaterally or rely on ambiguous audit clauses to withhold remuneration face significant legal exposure. Facts In September 2014, the 1st and 2nd defendants (collectively, the “defendants”) joined the plaintiff company (the “Company”) as investment managers to set up and run a new wealth management team (the “WM Team”). Their remuneration was “solely commission based and not fixed”. Revenue generated from clients they introduced was split “90/10” between the WM Team and the Company, with each Defendant receiving an equal share (known as the Transaction and Fee Revenue Share) of the WM Team’s net income on a quarterly basis (the “Commission”). The Company never made those quarterly payments. Instead, in April 2015 the parties agreed that the Company would pay each defendant HK$100,000 per month (the “Monthly Payment”), to be set off against the Commission. At least 20 Monthly Payments were made from April 2015. During an SFC audit of the Company, the Company’s CEO became dissatisfied with the compliance aspects of the defendants’ work and proposed to adjust the original “90/10” revenue split to “80/20”. In April 2016 the parties agreed to the proposed arrangement. In early September 2016, the 1st defendant (“D1”) emailed the CEO asserting that the defendants had not been paid Commission in accordance with their employment agreements and that the parties should part ways. Shortly after, the defendants resigned by giving six months’ notice, but left their employment before the expiry of their notice period on 20 March 2017. The following events occurred during the notice period: On 28 November 2016, the CEO emailed the 2nd defendant (“D2”) stating that the defendants’ final Commission payments “[would] only be made upon satisfactory completion of independent audits” by a consultant engaged by the Company. D2 replied that this was “clear and agreed” (the “Nov 28 Emails”). The Company then stopped the Monthly Payment to D2 in December 2016 and D1 in January 2017. D1 claimed constructive dismissal on the basis that the Company had failed to pay his salary and unilaterally suspended the Monthly Payments. D2 sought to buy out his remaining notice period and set off the amount of payment in lieu of notice against the Commission the Company owed him. The Company sued for wrongful termination and claimed wages in lieu of notice. The Defendants denied the claims and counterclaimed for the outstanding Commission payments. The decision The court made three key findings: 1. Was Commission conditional on passing the audit? No. The Company relied on the Nov 28 Emails to argue that Commission was conditional on passing an independent audit and that the defendants were not entitled to any Commission because the audit identified compliance deficiencies. The court rejected this as “opportunistic” and held that it was unclear what “satisfactory completion of independent audits” means. In particular, the court noted that completing an audit and passing an audit are not the same thing. In any event, the defendants had never made clear that they were ready to risk losing all their Commission if the results of the audit were unsatisfactory. Indeed, the Judge found that it would be contrary to commercial common sense for the defendants to have agreed to receive nothing at all for work done for over two years. The Nov 28 Emails were interpreted as addressing only the timing of the final commission payments, namely, payable after the audit’s completion and not conditional on its outcome. 2. Did the defendants earn “wages”? Yes. The Company contended that because the defendants had no fixed salary and their remuneration was solely commission-based, they did not earn “wages”. It further argued that the Monthly Payments were only advances and not “wages”. The court rejected this. The statutory definition of “wages” is broad and expressly includes commission. The focus is on the substance of what is being earned by the employee in respect of work done by him/her, and not how it is designated or calculated. The Company’s argument also contradicted its own claim for wages in lieu of notice. The court held that both the Commission and Monthly Payments constituted wages, the latter being advances being paid in respect of ongoing work performed under the employment agreements. 3. Was D1 constructively dismissed? Yes. Under section 10A of the Employment Ordinance, an employee may treat themselves as constructively dismissed where wages remain outstanding for one month or more from the date they fell due. This is in addition to any common law right to claim constructive dismissal for non-payment of wages. Because the Company failed to pay D1’s January 2017 Monthly Payment (and his Commission after set-off), the court upheld D1’s constructive dismissal claim. The Company’s claims were dismissed in their entirety. Both defendants were found to be entitled to their outstanding Commission. Key takeaways for employers Imposing new conditions on contractual payments (including commission) generally amounts to a variation of the contract of employment. Without an express unilateral variation clause, any proposed variation must satisfy the usual requirements of contract formation, namely, offer and acceptance (which may be inferred from conduct), intention to be legally bound and consideration. Unilaterally imposing a change may result in underpayment or non-payment of contractual remuneration, which may give rise to both civil and criminal liabilities. In addition, this may constitute a repudiatory breach, entitling the employee to claim constructive dismissal. To minimise the risk of disputes, any variation to the contract of employment (particularly in relation to remuneration arrangements) should be clearly documented in writing. The judgment is available here.    
Legal updates 31 March 2026
Articles 20 March 2026
An article on cyber risk governance, co-authored by Insurance partner Jenny Yu and associate Ken TL Lam, has recently been reprinted by CGj. The article explored directors’ personal accountability for regulatory breaches through the lens of “stepping stone liability.” Jenny and Ken outlined relevant law enforcement and regulatory trends across major jurisdictions, while providing insights into precautionary measures the board can adopt to mitigate associated risks.
13 March 2026
On 3 February 2026, the Hong Kong Monetary Authority (HKMA) published the Fintech Promotion Blueprint (Blueprint). The Blueprint is an important component of the Fintech 2030 strategy. It sets out tactical measures and initiatives for advancing the use of fintech in the banking sector to customer-facing cases that deliver measurable return on investment (ROI), charting a course for Hong Kong to move beyond foundational adoption to strategic advancement and ultimately to lead in the next generation of financial innovation. 1. From breadth to depth – HKMA’s fintech vision over the years 2. “Fintech 2025” – Strengthening the foundations The HKMA unveiled “Fintech 2025” in June 2021, to drive a more comprehensive adoption of technology across the financial sector. A number of key initiatives were implemented under the banner of “All Banks Go Fintech” over the past few years. The goal was to build a collaborative ecosystem to foster growth in fintech adoption amongst banks. Key initiatives Details Setting up dedicated technology innovation sandbox platforms Introduced the Generative A.I. Sandbox, Project Ensemble and DLT Supervisory Incubator for controlled experimentation and guided risk management Facilitating cohesive cross-sector and cross-border collaborations Cross-sector and cross-border collaborations to ensure a cohesive approach to fintech development, with joint initiatives with the Securities and Futures Commission, the Insurance Authority and the Mandatory Provident Fund Schemes Authority for valuable experience sharing across regulatory domains Facilitating cohesive cross-sector and cross-border collaborations Gathering around 100 banks, securities and insurance companies as well as technology firms to explore next-level collaboration in the areas of Wealthtech, Insurtech, Greentech, AI and DLT Establishing central connection and resource infrastructures Launched the Fintech Connect Platform, bridging financial institutions with fintech solution providers and the Fintech Knowledge Hub for sharing use cases, research papers and adoption practice guides   3. “Fintech 2030” – A strategic vision into the future Having built a collaborative ecosystem and strengthened the technology foundation, the HKMA unveiled “Fintech 2030” in November 2025. This forward-looking strategy serves as a directional guide to the banking sector for deeper and scalable deployment of fintech. The vision is to make Hong Kong a robust, resilient and future-ready fintech hub. Fintech 2030 focuses on four strategic pillars, collectively referred to as “DART”: 4. Fintech Promotion Blueprint – Achieving the vision In a nutshell, the Blueprint: Serves as a tactical manual and calls upon the financial industry to act collaboratively and cohesively to achieve the vision of Fintech 2030. The Blueprint targets five priority technology enablers and foundations for fintech advancement: AI DLT11 HPC data excellence cyber resilience Identifies six major practical challenges or barriers faced or anticipated by financial institutions in advancing fintech adoption: limited revenue generating applications and resources constraints risks associated with technology or personal data privacy complex and resources intensive integration with legacy systems lack of consolidated industry view and standards under-developed governance and oversight frameworks talent shortage and technical skills gaps Tackles them through four flagship projects: Quantum Preparedness Index New Risk Data Strategy Fintech Cybersecurity Baseline Competency Development Support Coordinates efforts across three strategic dimensions: ecosystem collaboration technological advancement talent development Please see this link for further details 5. Promotional initiatives and support mechanisms The HKMA will roll out various initiatives under the flagship projects to facilitate progress and achieve the goals. Some major initiatives are set out below. Ecosystem collaboration Initiatives Purposes Fintech Cybersecurity Baseline: Establishing a standardised industry-led Fintech Cybersecurity Baseline for fintech solution providers to help financial institutions to assess them based on technological capabilities, operational readiness, and compliance and supervisory expectations Enhance efficiency of financial institutions’ due diligence and onboarding of fintech solution providers, by setting clear security benchmarks with emphasis on emerging technology risks associated with specific application AI, DLT and other advanced fintech Hong Kong AI Fintech Map: Developing a clear, structured and updated overview of Hong Kong’s AI landscape to serve as a centralised directory of AI and GenAI firms operating in the Hong Kong financial ecosystem Enhance fintech solution providers’ visibility to relevant ecosystem stakeholders such as financial institutions, investors, potential partners and regulators; and support awareness and ecosystem engagement by organising information through a categorisation framework aligned to relevant capabilities, use cases and application areas Revamping Fintech Connect: Enhancing the existing capabilities of Fintech Connect* by incorporating new functionalities, potentially including additional data points that provide more in-depth insights about the fintech firms’ capabilities, solutions and unique value; and AI-driven matching of fintech users and fintech providers *The HKMA established Fintech Connect in 2024 as Hong Kong’s first cross-sectoral sourcing platform to bridge financial institutions with fintech solution providers Enhance fintech solution providers’ visibility to relevant ecosystem stakeholders such as financial institutions, investors, potential partners and regulators; and support awareness and ecosystem engagement by organising information through a categorisation framework aligned to relevant capabilities, use cases and application areas Technological advancement Initiatives Purposes Quantum Preparedness Index: Setting a baseline for assessing the banking sector’s overall readiness to adopt quantum computing technologies and transition their security frameworks to include PQC (i.e. post-quantum cryptography) Laying a roadmap to clearly outline potential quantum computing and PQC projects and pilot initiatives aimed at practically addressing gaps and elevating overall quantum readiness of banks; focusing on practical support to banks, especially small and medium-sized banks A catalyst for the banking sector to proactively engage with emerging quantum technologies and ensuring that Hong Kong remains at the forefront of financial innovation A tool to systematically track the adoption and integration of PQC algorithms within the banking sector and measure its quantum readiness, by providing a better understanding of the current state and facilitating setting of measurable goals to expedite the sector’s PQC and quantum computing preparedness New Risk Data Strategy:  Creating collaborative programme with industry stakeholders to gather feedback and share best practices in data strategy and management Encourage the development of a robust and enhanced data infrastructure for risk data, proactive insights and innovative services, focusing on both structured and unstructured data Establish data ecosystem that fosters collaboration among fintech users, fintech providers and the HKMA, to help assess industry gaps and identify potential foundational approaches for risk data strategy Enhance availability of more comprehensive and granular risk data to help banks and regulators to conduct more in-depth analysis across various risk domains, to more fully realise the potential of intelligent risk management and agile supervision Industry Showcase Workshops: Curated workshops featuring hands-on demonstrations and expert sharing of emerging technologies that address specific industry needs Themes may include emerging areas such as agentic AI, tokenised assets, advanced computing capabilities such as quantum and supercomputing, best practices in data management, and AI-enabled cyber resilience, emphasising practical applications and potential impacts on the financial services sector  Showcase fintech solutions that support the banking sector in adopting advanced fintech applications that can be embedded into existing operating models, address challenges and deliver tangible business value Support skill development and professional capability building Encourage Hong Kong’s fintech community to engage actively with financial institutions, to elevate local expertise, reinforce skill development and drive collective innovation Talent & outreach Initiatives Purposes Knowledge Repositories: Establishing a dedicated knowledge repository within the Fintech Knowledge Hub* to serve as an ongoing, collaborative resource that supports knowledge sharing and drives meaningful technology adoption across the industry *The HKMA developed the Fintech Knowledge Hub as a central platform for disseminating fintech-related information and knowledge to industry participants Provide financial institutions and fintech providers with practical resources and real-world examples to accelerate the application of advanced technologies, by facilitating sharing of specialised technical know-how, such as GenAI prompt references and DLT smart contract designs tailored for the financial services industry Encourage stakeholders to contribute content, including technical references and implementation guides Augment the overall competency development efforts from a technical perspective Competency Development Support and Training:  Complementing the existing talent research and industry interactions* to pinpoint current and emerging competency needs in AI and DLT, in line with evolving market expectations Developing curriculum and training content and modules, to be made available through the Fintech Knowledge Hub for flexible access and sharing by participating organisations Prioritising practical demonstrations and hands-on exercises to facilitate understanding of the technologies and applying them in real-world settings and day-to-day operations Revolving around the five main themes, illustrative topics include: Foundations and architectural considerations for agentic AI Core DLT concepts and introductory smart contract development Fundamental principles and use cases of HPC Data excellence for financial and non-financial risk management Cyber resilience topics such as AI-driven threat detection, threat landscape evolution and implementation considerations *The existing competency frameworks include programmes under the Hong Kong Institute of Bankers’ (HKIB) Enhanced Competency Framework (ECF)-Fintech module Build a clearer view of skills requirements and professional capability-building needs in AI and DLT within Hong Kong’s banking sector Focus on “human-machine interaction”, offering practical, scalable tools to support training and professional development needs Establish literacy in more advanced fintech topics, provide structured learning opportunities to strengthen professional capability and offer additional visibility into talent and skills gaps    6. Outlook The Blueprint is not a static tool. To be able to convert tactical vision into tangible and measurable results, the Blueprint will deploy a framework designed to track progress at the initiative level and the programme level. The initiative level assessment tracks key inputs and outputs such as engagement and interaction rates. The focus is to evaluate whether the initiatives are aligned with the intended objectives and measure the immediate behavioural changes. The programme level assessment consolidates the effects of all initiatives to evaluate progress in the three core pillars: Ecosystem Collaboration, -Technological Advancement and Talent & Outreach. The focus is to drive a systemic, long-term transformation of Hong Kong’s fintech landscape. The HKMA will calibrate and adjust the Blueprint and efforts according to the industry’s needs and changes in the market. Active collaboration, and collective expertise, resources and commitment are crucial for solidifying Hong Kong’s position as an international fintech hub. The HKMA will actively engage key stakeholders across multiple sectors, including financial institutions, technology firms and regulatory bodies, to ensure a coordinated approach and promote open dialogue to anticipate and respond to changes. Further Reading Hong Kong Monetary Authority – HKMA unveils Fintech Promotion Blueprint: From adoption to advancement Fintech Promotion Blueprint Hong Kong Monetary Authority – The HKMA Unveils “Fintech 2030“ at the Hong Kong FinTech Week 2025 Hong Kong Monetary Authority – Fintech 2030 Flyer Circular on Results of Tech Maturity Stock-take Enclosure: Fintech Adoption – Progress and Future Directions Hong Kong Monetary Authority – Circular on Strategic Review of Business Models amid Digital Transformation
Articles 27 February 2026
In the third edition of the Hong Kong chapter under Lexology In-Depth: Anti-Money Laundering, Financial Services Regulatory & Enforcement practice partners Sara Or, Vincent Law and Raymond Chan outline the 2025 amendments and developments regarding the anti-money laundering (AML) and counter-terrorist financing (CTF) legal and regulatory framework in Hong Kong. The chapter offers an overview of the key AML legal framework and associated offences in Hong Kong. It also discusses the operation, requirements and enforcement of Hong Kong’s AML regulations while examining their alignment with international standards. Concluding the chapter, our authors share valuable insights into the outlook and enforcement landscape of AML/CTF regulations in Hong Kong. This report was originally published in Lexology’s In-Depth Anti-Money Laundering: Hong Kong and is reproduced with permission.
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