New Foreign Debt policy introduced in the PRC
On 14 September 2015, the National Development and Reform Commission implemented the “Notice on Promoting the Management Reform on the Filing and Registration System for Issuance of Foreign Debt by Corporate Entities” (“关于推进企业发行外债备案登记制管理改革的通知”) (the “Notice”).
SW partners Ms Catherine Por and Ms Wendy Lam attended the IAML Annual Meeting 2015 held by International Academy of Matrimonial Lawyers (IAML) in Taormina, Sicily, Italy on 9-13 September 2015.
On 11 September 2015, our partners Ms. Cornelia Chu and Ms. Heidi Chui attended the 14th annual Macallan ALB Hong Kong Law Awards gala dinner held at the Conrad Hotel, Hong Kong. Stevenson, Wong & Co. had been shortlisted as a finalist in the award categories of “Arbitration Law Firm of the Year”, “Deal Firm of the Year” and “Litigation Law Firm of the Year”.
The essence of the privity of contract rule means that only the parties to a contract can enforce it.
In an attempt to relax certain aspects of a rule that is at times artificial, various jurisdictions have implemented statutes providing for third party rights, including Hong Kong. The Contracts (Rights of Third Parties) Ordinance, Cap.622 is expected to come into force on 1st January 2016 and will enable a third party to enforce his rights in a more straightforward manner.
A third party can enforce a contract either where it is expressly provided so (section 4(1)(a) of Cap.623) or where it purports to do so (section 4(1)(b) of Cap.623).
Section 6 of Cap.623 makes it clear that the contracting parties may not, without the third party’s consent, by agreement vary or rescind the third party’s rights so that the third party’s right is altered or extinguished.
In England, the default position in the commercial world has been to exclude such third party rights. However, there are some areas where the Contracts (Rights of Third Parties) Act 1999 has not been excluded in its entirety, such as in the context of M&A transactions.
For example, where a seller agrees not to compete but fails to abide by the restrictive covenant, this may mean that the buyer’s group of companies may suffer losses. It is therefore common for contracts governed by English law to make use of the rights under the Contracts (Rights of Third Parties) Act 1999 to directly enforce restrictive covenants.
The aforementioned example demonstrates that whilst the default commercial position in the UK is to exclude the Contracts (Rights of Third Parties) Act 1999, there should always be a careful consideration of the context and circumstances of each contract before the parties choose to adopt such default position.
Stevenson, Wong & Co. acted for Orient ZhiHui Limited (Issuer) as the legal advisers as to Hong Kong laws for its USD 150 million private placement bonds
SW acted for Orient ZhiHui Limited (Issuer) as to Hong Kong laws for its USD 150 million private placement bonds with the benefit of a Keepwell Deed provided by Orient Securities Company Limited. The interest rate of the bond was 4.09% and the joint placing agents were Nomura International (Hong Kong) Limited and Orient Securities (Hong Kong) Limited. The joint subscribers were Bank of America Singapore Branch and Industrial Bank Co., Ltd.
