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Our vision is to help support our clients and the broader community in Hong Kong to capitalise on the exciting and unique range of local and global opportunities the city offers.
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Asian Financial Forum 2025

Powering the next growth engine

JSM is a collaborating partner at the AFF 2025 held in Hong Kong from 13-14 January.
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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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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.

Insights

Latest publications

On 18 February 2025, the Hong Kong government announced that the Chief Executive in Council had approved the recommendation of the Minimum Wage Commission to raise the statutory minimum wage (“SMW”) from HK$40 per hour to HK$42.1 per hour. This represents an increase of HK$2.1 per hour or 5.25%. Along with the adjustment to the SMW rate, the monthly threshold amount for keeping records of hours worked by employees will also increase to HK$17,200 (currently at HK$16,300) per month. The proposed amendments are scheduled to be tabled in the Legislative Council on 26 February 2025. Once approved, the amendments will come into effect on 1 May 2025. Employers and HR practitioners should review their employment arrangements to ensure compliance with the new SMW rate. Please refer to the press release issued by the Hong Kong government here and our earlier legal update for more information on the enhancement of the SMW review mechanism.
Legal update 18 February 2025
Legal update 11 February 2025
Damages for injuries to feelings are one of the most common types of damages the court may award in discrimination and harassment claims. The District Court, which has the exclusive jurisdiction to hear discrimination and harassment claims in Hong Kong, reviewed and updated the guidelines on the damages payable for injury to feelings in the case of 陈咏琴 v 第一流行钢琴教室有限公司. Case summary The Claimant, an employee, sued her former employer for disability discrimination following her termination due to a medical condition. The Employer did not provide a response to the claim, and as a result, the Court entered a default judgment for the Claimant. The Claimant sought and was awarded damages for injury to feelings and loss of earnings. The Claimant was also awarded the costs of the proceedings. Damages for injury to feelings The Hong Kong courts have previously approved the principle of three broad bands of compensation for injury to feelings as established in the UK case of Vento v Chief Constable of West Yorkshire Police [2003] IRLR 102. These are known as the Vento Bands of compensation, with details as follows: Top Band: Sums within the range of £15,000 to £25,000 should be awarded in the most serious cases, such as when there has been a lengthy campaign of discriminatory harassment against the Claimant. Only in the most exceptional case should an award of compensation for injury to feelings exceed £25,000. Middle Band: The middle band ranging from £5,000 to £15,000 should be awarded for serious cases that do not merit an award in the Top Band. Lower Band: Awards ranging from £500 to £5,000 are appropriate for less serious cases, such as when a discriminatory act was a one-off or isolated incident. In general, awards of less than £500 are to be avoided altogether, as they risk being regarded as too low to properly recognise the injury to feelings. In light of the significant passage of time since the Vento decision, the Court, in this case, adjusted the Vento Bands to reflect Hong Kong’s local economic conditions and inflation. The new ranges of the Vento Bands are as follows: Top Band: HK$285,000 – HK$475,000 Middle Band: HK$95,000 – HK$285,000 Lower Band: HK$9,500 – HK$95,000 With reference to the updated Vento Bands, the Court awarded the Claimant HK$95,000 for damages for injury to feelings, placing it at the upper end of the Lower Band or the lowest end of the Middle Band. The Court took into account the following factors: the one-off nature of the discriminatory act, the Claimant was emotionally affected by the discriminatory act which affected her rehabilitation progress, and the Employer did not offer an apology. Damages for loss of earnings The Claimant sought three months’ lost earnings totalling HK$48,000, which was considered by the Court as reasonable in the circumstances. The Claimant was therefore granted the relief sought. Costs The general rule in discrimination and harassment cases is that each party shall bear its own costs in discrimination and harassment claims, unless the proceedings were initiated with malicious intent, were frivolous, or if there are special circumstances justifying such an award. In this case, the Court found that the Employer’s failure to respond to the claim prolonged the legal proceedings and forced the Claimant to revisit the unpleasant discriminatory acts, which was considered at least frivolous, if not malicious. The absence of an apology from the Respondent was also taken into account. The Court deemed the Respondent’s conduct to be a “special circumstance” justifying an award of costs to the Claimant. Key takeaways Claims of unlawful discrimination and/or harassment are brought before the District Court as tort claims. In the context of employment, compensatory damages are primarily assessed based on the injury to feelings and loss of earnings resulting from the discriminatory and/or harassment act. Importantly, there is no limit to the amount of damages that may be awarded by the Court. The updated Vento Bands, which represent an approximately 80% increase from the original range set by the UK courts in 2003, will serve as a reference for future cases. Consequently, the financial exposure for employers may be significantly higher. Apart from monetary compensation, the Court also has the authority to grant other forms of relief to a successful claimant. This may include directing the employer to issue an apology, which could negatively impact the employer’s reputation, and the reinstatement of the employee’s employment. The full judgment can be accessed here.
Legal update 5 February 2025
Hong Kong real estate practitioners should be familiar with certain implied terms in the sale and purchase agreement of immovable property – namely terms that contracting parties and the court would readily agree should be implied, even if not expressly written out in the agreement. But in the context of the sale and purchase agreement of shares in a property holding company, the legal position is less certain. In a recent District Court judgment in Tang Yang v Qiu Shichang (12/12/2024, DCCJ2922/2022) [2024] HKDC 2086 (“Judgment”), the court held that reasonable satisfactory result of due diligence review is an implied term of the share sale and purchase agreement – and breaching it could entitle the innocent party to terminate the transaction. Judgment summary The defendant (“Vendor”) was the sole shareholder of a BVI company (“Company”) which in turn was the registered owner of a flat and parking space in Tuen Mun, New Territories. The Vendor entered into a provisional sale and purchase agreement (“Agreement”) with the plaintiff (“Purchaser”) relating to shares in the Company. The Agreement was in a pre-printed form prepared by an estate agent and did not mention anything about due diligence review of the business, financial and legal aspects of the Company. Shortly after the date of the Agreement, the Purchaser’s solicitors requested the Vendor’s solicitors for various documents and information of the Company for due diligence review. The Vendor and the Purchaser did not enter into any formal agreement after the Agreement. The transaction proceeded on the basis of the Agreement. The Vendor’s solicitors did not provide any accounting documents of the Company to the Purchaser’s solicitors until two days after the scheduled completion date. Only management accounts of the Company were provided to the Purchaser’s solicitors. The management accounts revealed that the Company had received income from renting out the flat and parking space. Therefore, the Company ought to (a) have applied for a Business Registration Certificate, (b) have registered as a non-Hong Kong company with the Companies Registry, and (c) have prepared tax computation for submission to the Inland Revenue Department. The Vendor and the Purchaser eventually did not complete the transaction. The Purchaser’s solicitors wrote to the Vendor’s solicitors alleging breach of the Agreement by the Vendor and demanding for refund of deposits and payment of liquidated damages. However the Vendor’s solicitors argued that the Purchaser was in wrongful repudiation of the Agreement and the Purchaser’s deposits were forfeited. Purchaser’s contractual right to terminate The Purchaser’s primary case was that the Vendor was in breach of clauses 5(e) and (f) of the Agreement, namely: (e) The Vendor warrants and undertakes to the Purchaser that on completion, the Company shall not be liable to any debt commitment, or involved in any legal proceedings or dispute in tax liability, or violate any law or any rule or regulation of any governmental body affecting any of the Company. (f) The Vendor warrants and undertakes to the Purchaser that the Company has always been in compliance to supply all its relevant records and document to any competent authority as required by the current legislation, rule and regulation. The Vendor conceded being in breach of clauses 5(e) and (f) of the Agreement, but argued that clause 5 was a “warranty“; and breach of it would entitle the Purchaser only to compensation (as opposed to breach of a “condition” which would give the right to terminate the Agreement). The court ruled that the Purchaser was entitled to rely on clause 8 to terminate the Agreement. Clause 8 reads: 8. Should the Vendor fail to complete the sale and purchase of the shares of the Company in accordance with the Agreement, the Vendor shall immediately compensate the Purchaser with a refund of the deposits together with a sum equivalent to the amount of the initial deposit as liquidated damages … Note, however, that earlier, in Man Wing Fun Stephen and Another v Ho Ching Yee Susanna (25/02/1999, HCA3724/1997), the court examined a clause in a provisional sale and purchase agreement of immovable property which was similar to clause 8 of this present Agreement, and held that: “The word “complete” would not just include the act of the execution of the assignment and the payment of the balance of the purchase money, but may include any other act which the parties had agreed to do before to complete the sale.“11 Drawing analogy from this earlier case, the court in the present case ruled that the words “complete” in clause 8 were not limited to business usually transacted on the completion date, such as signing of bought and sold notes or instrument of transfer. It included acts the parties agreed to before completing the sale of shares of the Company. The “warranty” or “intermediate” term On the point whether clause 5 was a “warranty“, as contended by the Vendor, the court took a different view and ruled it was an “intermediate” term; noting that traditional categorisation of a term as “warranty” or “condition” is of reduced significance nowadays, and the court is more likely to classify a term as “intermediate“. The remedy to breach of an “intermediate” term depends on the nature and consequences of the breach, where trivial breach may be compensated by money and fundamental breach may undermine the whole contract.22 The court accepted the Purchaser’s submission that the Vendor’s breach of clause 5 was serious and persistent for years – which undermined the entire Agreement – and ruled that the Purchaser was entitled to terminate the Agreement. Implied terms The Purchaser’s alternative case was that the Vendor was in breach of the following terms implied into the Agreement (“Implied Terms”): (a) Within a reasonable time before the completion date, the Defendant (as vendor) should provide the Plaintiff (as purchaser) with the necessary information and/or documents required for the purposes of financial due diligence to ensure that the compliance of the warranties in clause 5 of the Agreement; and (b) The parties shall only proceed to completion after the Plaintiff communicated to the Defendant its reasonable satisfaction with the result of due diligence. While it was not necessary to decide on the Implied Terms to dispose of the case, the court proceeded to consider whether the Agreement contained the Implied Terms. The court set out these applicable legal principles for a term to be implied into a contract: “(a) It must be reasonable and equitable; (b) It must be necessary to give business efficacy to the contract, so that no term will be implied if the contract is effective without it; (c) It must be so obvious that “it goes without saying”; (d) It must be capable of clear expression; (e) It must not contradict any express term of the contract.“33 The Purchaser argued that the Implied Terms were necessary to effect the parties’ reasonable contemplation that certain scope/extent of due diligence exercise has to be carried out within a reasonable time – to enable the Purchaser to ascertain the business, financial and legal aspects of the Company, and the Vendor’s representation in clauses 5(e) and (f) of the Agreement – before proceeding to completion. The Vendor referred to another case of High Route Ltd v Wong Chung Kai (12/01/2024, HCA320/2019) [2024] HKCFI 75 to support his argument that there were no Implied Terms in the Agreement. In that case, The vendor and purchaser entered into a provisional sale and purchase agreement of the shares in a property holding company. The parties only started to negotiate the scope and extent of the due diligence exercise in the draft formal agreement, which suggested that when the provisional agreement was signed, the scope and extent of the due diligence exercise had to be further negotiated. The transaction fell through because the purchaser was not satisfied with the due diligence investigation on the company. The purchaser argued that there were implied terms in the provisional agreement to the effect that the purchaser was entitled to carry out due diligence investigation on the business, financial and legal aspects of the company, and completion was conditional upon the purchaser having completed its due diligence investigation on all aspects of the company and was satisfied with the results thereof. The implied terms were rejected by the court for a number of reasons, including that the implied terms were too wide and not subject to any reasonableness test; whether due diligence was satisfied was to be decided subjectively by the purchaser alone; and no time limit as to when due diligence was completed. The court considered that High Route was distinguishable because the facts differed from the present case: “[T]he Implied Terms proposed by the [Purchaser] are subject to the test of reasonableness in that the completion is subject to the [Purchaser’s] reasonable satisfaction with the result of due diligence.“44 The Purchaser must act reasonably and could not walk away from the transaction by simply alleging dissatisfaction with the due diligence. The Vendor and Purchaser “had no difficulty in understanding the scope and extent of the due diligence since the beginning.“55 There was no objection from the Vendor’s solicitors when the Purchaser’s solicitors requested documents and information of the Company for due diligence review. There was also no objection from the Vendor’s solicitors when the Purchaser’s solicitors wrote to them in email that the Purchaser was ready and willing to proceed with the sale and purchase subject to satisfactory due diligence. Accordingly, the court ruled that the Agreement contained the Implied Terms; that the Implied Terms were “intermediate” terms; that the Vendor’s breach of the Implied Terms was so fundamental that it undermined the whole Agreement; and that the Purchaser was entitled to terminate the Agreement. Conclusion The Judgment illustrates that in the context of sale and purchase of shares in a property holding company, it is possible that the court would fill in the missing terms on due diligence review if the provisional sale and purchase agreement is silent on this point. However, as the diverse results that the Judgment and the case of High Route show, whether the terms would be implied depends on several factors. These include the reasonableness of the terms to be implied; the express provisions of the provisional agreement; and the conduct of the parties and their respective solicitors during the transaction. To avoid potential dispute, it is advisable to state expressly in the provisional agreement what the parties contemplate regarding due diligence review – and seek professional advice at early stage of the transaction.
Partnered events 14 January 2025
JSM Commercial Managing Partner Hannah Ha, led an insightful panel titled “Global Spectrum – Forging Regional Capital Markets Collaboration” at the Asian Financial Forum (AFF) this morning. Joined by distinguished industry leaders, regulators and financial experts – Mr Barry Chan, Managing Director, Head of Asia Australia Region, Head of Investment Banking Hong Kong of China International Capital Corporation Limited, Mr Abdulaziz Abdulmohsen Bin Hassan, Board Member of Saudi Capital Market Authority and Ms Vanessa Lau, Chief Operating Officer & Group Chief Financial Officer, Hong Kong Exchanges and Clearing Limited – the discussion focused on improving collaboration in capital markets and enhancing regional financial systems. Topics included the global market rebound in 2024, growth drivers for 2025, and the influence of China, Asia, and the Middle East in promoting global connectivity and sustainable finance. Key points highlighted the importance of regulatory harmonisation, market connectivity, and cross-border capital flows in maintaining liquidity and attracting investments. Hannah emphasised the critical role of regional cooperation in navigating economic uncertainties, enhancing market liquidity, and fostering sustainable growth. Initiatives like the Belt & Road, RCEP, and AIIB were discussed for their contribution to regional prosperity. Full details on the AFF 2025 can be found here : Asian Financial Forum
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