Joyce Chan

Full Profile

Joyce advises multinational and local institutions, with a particular emphasis on the insurance, financial services, and technology sectors, on a broad range of corporate, regulatory and compliance matters which includes mergers & acquisitions, joint venture, reorganization work, assets sale and purchase, establishment of distribution platforms, green field licensing, authorization of financial products and establishment of compliance programs.

Prior to joining Clyde & Co, Joyce has spent over 20 years in the area of insurance, both in private practice and as in-house counsel, leading the legal teams at two multinational insurers in Hong Kong.

Joyce leads the corporate and regulatory side of Clyde & Co’s Hong Kong insurance practice. She has also developed a FinTech practice that extends from her regulatory expertise. She has been consistently ranked by the Chambers and Partners and recognised as “equally competent in terms of old and new insurance laws and regulations” as well as “proactive and dedicated”. She has also been recommended and listed as a leading individual for insurance by Legal 500 and as a national leader in insurance & reinsurance by Who’s Who Legal in Mainland China & Hong Kong.

Experience

Representative Matters in Corporate Transactions and Compliance

• Advising Arch Capital Group Ltd on Hong Kong regulatory matters and due diligence in relation to their USD 3.4 billion acquisitions of United Guaranty Corporation and AIG United Guarantee Insurance (Asia) Limited from American International Group, Inc.
• Advising a private investment firm on its acquisition of a strategic stake in a life insurance company in Hong Kong
• Advising a multinational life insurer on the established of a joint venture distribution network
• Acted for a Hong Kong authorized insurer on divestment of its statutory business portfolio and related loss portfolio to a reinsurer using various mechanisms including statutory portfolio transfer procedure, loss portfolio transfer and novation
• Advising a bidder in the auction sale of a significant majority stake in a leading life insurer in South-East Asia, and on a related bancassurance agreement
• Advising a bidder on the proposed acquisition of the general insurance business from the Hong Kong and Singapore branches of a UK based international insurer
• Advising a global insurance group on their Asia Pacific reorganization (into the US) involving various carved out asset sales from overseas branches to a US subsidiary. Jurisdictions included Thailand, Malaysia, Labuan, Singapore, Hong Kong, China, Taiwan, Japan, South Korea, Philippines, Australia, New Zealand and India
• Advising a global insurer on its intra-group portfolio transfer by way of a scheme of transfer involving a Hong Kong asset sale of a life insurance business as part of the internal rationalization of the corporate structure
• Advising an international insurance company on acquisition of a run-off reinsurance portfolio in Hong Kong
• Advising an investment company on a proposed acquisition of a retail bank in Hong Kong.
• Advising an asset management firm on establishing a joint venture with a private equity firm investing into strategic property development projects in Mainland China
• Advising a leading multinational Forex and contract for difference online broker in its acquisition of operational and client assets of a international financial broker
• Establishment of distribution infrastructures for financial institutions including telemarketing, e-commerce and wealth management advisory platforms as well as bank distribution frameworks
• Advising financial institutions on regulatory matters including, but not limited to, market entries, licensing of regulated activities, product approvals from regulators,  regulatory approvals for change of substantial shareholders in connection with business acquisitions, cross-border distribution of products, personal data laws, solvency requirements and capital structures
• Advising financial institutions on the establishment of compliance and legal risk management systems (e.g. corporate governance infrastructure, fraud detection and prevention programs, anti-bribery, FATCA compliance and FCPA programs and anti-money laundering programs)

Representative matters in Fintech

• Reviewing and drafting client on-boarding contracts for fintech service providers
• Reviewing, drafting and negotiating strategic alliance partnership agreements between financial institutions and technology counterparties
• Advising acquirers and issuers under credit card schemes in connection with licensing requirements applicable to their respective payment businesses
• Assisting digital payment service providers in their respective applications for money service operator licenses and stored value facility licenses in Hong Kong
• Liaising with regulators namely the Hong Kong Monetary Authority and the Customs & Excise Department of Hong Kong in connection with licensing applications and on-going compliance of regulations
• Advising on fund flow and escrow account structures within the confines of card scheme rules and regulatory requirements relating to digital payments
• Advising fintech service providers on data privacy and security issues in connection with data-sharing, data processing and retention across the platforms
• Advising fintech service provider on the establishment of money lending digital platform
• Advising a financial product aggregator in connection with its establishment of aggregator platforms in Singapore and Hong Kong
• Advising a travel fare aggregator and travel metasearch engine in connection with its establishment of insurance intermediaries business in Hong Kong