Jenny W. Y. Yu

• An insurer on IA’s threat to intervene due to failure to maintain sufficient assets in Hong Kong as required under Section 25A of the Insurance Ordinance.
• Tech service providers on the scope of regulated activities under the Insurance Ordinance in collaborating with insurers and providing insurance-related services via online platforms and mobile applications.

Insurance transactions

Acting for:

• A Chinese technology company in acquiring a Hong Kong insurance broker
• An international financial institution in the acquisition of a broker company in Hong Kong that was used to obtain an insurance intermediary license in the PRC through the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA).
• Provider of medical claims management and other services in relation to service agreements with insurance companies
• Collaboration agreements between insurers and their business partners for marketing, promotion, ecosystem and other collaboration activities
• Outsourcing agreement between an insurer and TPA service provider including advising on notification requirements to the IA under GL14

Investigations and D&O defence

Acted for:

• The former CFO and company secretary of a listed company on the Hong Kong Stock Exchange and disciplinary proceedings by the Securities and Futures Commission relating to transfers of IPO funds by the chairman for alleged acquisitions that did not materialise. We were successful in negotiating and obtaining a favorable disqualification period for the CFO.
• A former executive director on an investigation and disciplinary action by the Hong Kong Stock Exchange regarding an alleged breach of Rule 3.08 and director undertakings of the Listing Rules arising from certain undisclosed transactions entered into on behalf of the company that allegedly resulted in substantial sums being paid out. The transactions being investigated included the company’s subsidiary providing credit/financial assistance to a third party, and substantial “prepayments” made without supporting documents.
• The directors of a listed company in disciplinary proceedings brought by the SFC under Section 214 of the Securities and Futures Ordinance in relation to related transactions between the company and its chairman.
• An individual client in relation to an investigation by SFC against her former boyfriend who used her securities account to carry out alleged price fixing and market manipulation for his company.
• A Certified Public Accountants firm in Hong Kong in responding to multiple investigations commenced by the Accounting and Financial Reporting Council (AFRC) in relation to alleged auditing irregularities in respect of the audits conducted by our client for a number of companies listed on the Stock Exchange of Hong Kong.

Professional indemnity

Acted for:

• A solicitor firm in successfully defending a claim for damages arising from an alleged breach of authorisation in entering into a settlement, causing the claimants to lose the chance of obtaining a substantial claim against a third party in relation to setting up of a macro fund.
• A solicitor firm in a professional negligence claim in which a third-party fraudster forged documents filed in the Companies Registry purporting to be the sole director of a borrower, prompting the lender to issue proceedings against the solicitors alleging negligence in carrying out proper due diligence.
• A certified public accounting firm in relation to investigations by the Accounting and Financial Reporting Council in relation to alleged failures in the audit process of various PRC companies with issues relating to transfer of documents and state secrecy under PRC laws, audit supervision and controls.
• An accounting firm in relation to a professional negligence claim by liquidators of companies that were involved in systematic fraud transactions. The claim against the auditors alleged that they failed to have a proper audit plan and to detect irregularities and that, had they detected the fraud, the companies would have ceased trading and not incurred substantial debts and other losses.
• An architectural firm in a professional negligence claim alleging failure to properly calculate the appropriate catchment areas for the roof area, resulting in significant rectification requirements.

Insurance coverage & disputes

Advising:

• Insurers on application of the war exclusion in relation to suspension and cancellation of certain transactions.
• Insurers on coverage issues under D&O policy whereby directors allegedly colluded with a shareholder to take over control of the company.
• Insurers on application terrorism exclusion and whether this applied to certain public activities in Hong Kong.
• A general insurer in a trade credit insurance arbitration involving structured trade finance arrangements in which we successfully defended the arbitration. The case involved issues of estoppel based on representations, material nondisclosure and misrepresentation as to the true nature of the transactions.

Premium financing and referrals

Advising:

• Banks on due diligence and review of insurance products for premium financing, including issues related to assignability, and reviewing insurance premium financing documents such as the deed of assignment, notice of assignment, and acknowledgment.
• Banks on insurable interest issues under Section 64B of the Insurance Ordinance Cap. 41 in relation to insurance policies held by individuals for another person. Our advice included advising on the nature of insurable interest and how a policy (and therefore collateral) is void for lack of insurable interest, as well as the relationships in which insurable interest is recognised.
• Banks on issues relating to Section 13 of the Married Persons Status Ordinance Cap. 282, which created a statutory trust for beneficiaries who are the spouse or child of the insured. We also assisted the bank in preparing consent and/or deeds of subordination to be signed by beneficiaries to revoke or subordinate interests under the statutory trust.
• Banks on regulatory issues related to referrals of clients to insurance brokers, including whether activities constitute regulated activities under the Insurance Ordinance Cap. 41 that require an insurance intermediary license. We have assisted banks in preparing lists of Dos and Don’ts and reviewing client referral forms.