Philson Ho

Strength

• SFC Licensing
• Financial Services Regulatory
• Securities Litigation
• Corporate & Commercial

Outside of my passion for legal business, I like motorcycling as it gives me a sense of freedom and silence.  My goal for this year is to ride a cruiser.

Career

• Partner – So, Lung & Associates (2014 – 4/2024)
• Partner (Litigation) – Reed Smith Richards Butler (2012 – 2014)
• Associate Solicitor (Litigation) – Reed Smith Richards Butler (2006 – 2011)
• Associate Solicitor – P. C. Woo & Co. (2004 – 2006)
• Licensing Manager – Hong Kong Securities and Futures Commission (2003 – 2004)
• Trainee Solicitor – P. C. Woo & Co. (2001 – 2003)
• Certified Public Accountant – Various listed commercial organizations and an audit firm (1994 – 2000)

Litigation Experience

• Advised listed companies directors, licensed firms and licensed individuals (including securities analysts, warrant market makers and securities/futures brokers) on various types of SFC investigations and related legal proceedings
• Advised various SFC licensed firms and banks on client complaints and conducting internal investigations
• Advised various international and local financial institutions, and online brokers on, and acted as defence solicitor to, allegations of infringement of local law, regulatory investigations and prosecutions
• Advised on, and acted as defence solicitor in, various types of investigations relating to market misconduct offences and the related legal proceedings such as price rigging, false trading, stock market manipulation and insider dealing under the Securities and Futures Ordinance (Cap. 571)
• Advised on, and acted as defence solicitor for clients in, various types of securities related criminal proceedings such as conspiracy to defraud charges under common law and the Crimes Ordinance (Cap. 200), and offences involving fraudulent or deceptive devices, etc. in transactions in securities, futures contracts or FX under section 300 of the Securities and Futures Ordinance (Cap. 571)
• Advised a hedge fund on a series of employment disputes with its past employee involving various investment and service agreements under the hedge fund structure, restraint of trade and the fund’s reporting obligations in respect of suspected money laundering activities
• Advised a purchaser in its claim for breach of warranty under an agreement for the sale and purchase of the majority stake of a Hong Kong listed company
• Seconded to a bank to act as its in-house Counsel advising on various banking, regulatory and claims related matters
• Advised a licenced bank on various HKMA investigations and investors’ claims proceedings
• Advised a Taiwan based company and a UK banking group respectively on various Stock Exchange’s investigations and the related proceedings in Hong Kong
• Advised the beneficiary of a trust on his claims for breach of trust by the trustee and in resisting a series of actions brought by the trustee arising from the breach of trust
• Advised on various claims related matters (e.g. claims brought by brokerage clients against brokers) in the securities and futures industry
• Advised corporate and individual clients on various board room, shareholders, partnership, employment and data privacy disputes and the related civil court proceedings
• Advised individual clients on various police and ICAC investigations, trial and appeal proceedings
• Advised a listed company and a senior executive of a regulatory organization respectively on tax investigations and litigation/settlement proceedings with the Inland Revenue Department
• Advised a substantial shareholder of a listed company on breach of loan agreements by lenders and urgent cross boarder injunction applications restraining sale of pledged shares by lenders
• Opposed the registration of a Mainland court judgement in the Hong Kong High Court pursuant to the Mainland Judgements (Reciprocal Enforcement) Ordinance (Cap. 597), Laws of Hong Kong
• Acted as panel solicitors to an insurance company of certified public accountant firms to advise on, and acted as defence solicitors to, investigations and claims brought by the Accounting and Financial Reporting Council (AFRC) and the Hong Kong Institute of CPA

• Advised ex-employees, directors and senior bankers of international financial institutions on legal claims and employment court proceedings brought by (and also brought against) ex-employers, and the related HKMA/SFC regulatory enquiries.

SFC Licensing and Compliance Experience

• Advised various overseas licenced financial services groups/companies and local businesses on setting up their Hong Kong offices and applying for appropriate securities licences (such as securities brokerage, FX and ATS licences) and authorizations from the SFC
• Advised various overseas, local and Mainland entities on setting up securities/futures brokerage firms in Hong Kong including obtaining trading rights and clearing participantships from the Hong Kong Exchanges and Clearing Limited (HKEx) companies
• Advised licensed firms in extending services to cover virtual assets platform, brokerage, fund management and services
• Advised a UK securities and commodity dealer in seeking a FX licence and approved as introducing agent (or introducing broker) in Hong Kong; advised on uplifting restrictive licensing conditions in FX licences
• Advised various overseas and Mainland Chinese entities on setting up private equity investments (e.g. in the form of offshore investment funds), group/fund structure and the related Hong Kong offer and SFC licensing obligations
• Advised various local, overseas and Mainland Chinese entities on their SFC (securities and futures) and HKMA (banking) licensing obligations and their day-to-day legal & compliance obligations
• Advised a UK FX firm on its Hong Kong client agreements and the legal & compliance obligations in taking up clients from Mainland China and the Asia Pacific region
• Acted as an outsourced legal & compliance advisor to SFC licenced brokers, investment advisor and fund manager firms
• Advised on compliance issues concerning (as well as breach of) Financial Resources Rules (FRR) obligations and other significant legal & compliance obligations by SFC licenced firms
• Advised an overseas hedge fund on its corporate structure in extending its fund management business to Hong Kong and Mainland China
• Advised a Swiss bank on the legal obligations in offering various investment products in Hong Kong
• Advised a Taiwan-based securities group on offer of “Principal Guarantee Notes” in Hong Kong
• Advised on the SFC licensing part and structure in setting up a Mercantile Exchange authorized by the SFC under Part III of the Securities and Futures Ordinance
• Advised an overseas broker on various SFC licence and regulatory compliance obligations; application for a trading right and participantship at the Stock Exchange of Hong Kong
• Advised various SFC licenced firms on Anti-Money Laundering and Counter-terrorists Financing obligations
• Advised a HKMA registered company on a JV involving application for a SFC licence and SEBI (Indian regulators) authorization
• Advised an overseas FX dealer in seeking a money broker licence from the HKMA
• Advised SFC licensed firms on SFC onsite inspection and the related SFC compliance inquiries & issues

Corporate Finance and Commercial Experience

• Advised listing applicants on IPO, pre-IPO corporate structuring matters and handling requisitions from the Stock Exchange and the SFC.
• Advised on corporate restructuring, due diligence, merger and acquisition transactions in listed companies context.
• Advised on setting up of investment funds in difference structure e.g. GP/LP, SPC and unit trust.
• Advised listed companies on, and drafted, sale and purchase agreements in respect of different types of assets and companies.
• Advised on sale and purchase of SFC licensed corporations, and the related legal and regulatory matters.
• Advised SFC licensed corporations on, and drafted, different types of client agreements, statutory forms, compliance/operation manuals and business/trading agreements.
• Advised on, and drafted, different types of business, Joint-Venture, shareholders and employment agreements for clients in different industries.

Disclaimer

Communicating with any of our solicitors by email or mail does not create a solicitor-client relationship until the terms of our engagement letter has been expressly agreed.  All correspondence by email or mail pursuant to this website does not constitute an advice until a solicitor-client relationship has been established and the advice is expressly communicated as such by a solicitor of this firm.