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Buying an SFC-licensed entity? 5 things you should know Blog The Laundromat

On 2 June 2017, the Securities and Futures Commission ( SFC ) issued a circular about responsible officers and substantial shareholders ( June Circular ). Interestingly, it echoed much of our experience working on the flurry of recent acquisitions involving SFC-licensed entities. It also got us thinking that some practical tips for prospective buyers might be helpful.

So here we go – 5 things you should know about buying an SFC-licensed entity.

1. You need SFC approval

One of the first things you should do when structuring an acquisition that involves an SFC-licensed entity is to look at the post-acquisition structure, to identify the direct and indirect “substantial shareholders”. Any prospective substantial shareholder of an SFC-licensed corporation requires pre-approval. A failure to do so can result in criminal liability under the Securities and Futures Ordinance (Cap. 571) ( SFO ).

The SFO defines “substantial shareholder” very broadly. Generally speaking, it captures >10% direct owners, and 35%+ indirect owners. However, care is needed, because the test is complex and the interests of “associates” (another broad concept) are aggregated.

The following diagram illustrates the key elements of that definition and the key persons caught.

This chart should not be read so as to exclude “Other Corporation I” and “Other Corporation II” as substantial shareholders of the licensed corporation. This chart is only intended to guide your review of the relevant SFO definition. Please refer to the SFO for full details and obtain advice as needed.

Importantly, a substantial shareholder can be an individual or a corporation. Based on our experience, the SFC also takes a pragmatic view about partnerships and trust arrangements, so these should not be excluded from consideration.

Staged acquisitions

If there is a transitional structure, that also needs to be examined. For example, if the acquisition (or a restructure) is taking place in stages, then each stage should be reviewed to see if pre-approval is required.

Clever structures – and what the SFC thinks

Many transactions involve a combination of equity acquisitions, security and/or financing arrangements. It is essential to carefully review these against the “substantial shareholder” test, which is not limited to equity interests. There may also be multiple layers, all of which must be considered.

If you are using an SPV or other “dormant” (non-operating) entity, expect a particularly strong degree of probity. As the SFC noted in the June Circular:

“This is because there may be concern that the new substantial shareholder is seeking to avoid the normal assessment and vetting process involved with a new licensed corporation application.”

In addition, the SFC confirmed that:

• it reviews a proposed substantial shareholder’s source of funding and financial strength . This enables it to “assess the legitimacy of the funds” and ensure that all the right people have applied for approval. We have seen first hand that the SFC examines sources of funding closely, and may ask for proof; and
• it may review whether, in practice, representations made by the proposed substantial shareholders about the post-acquisition business plan and senior management structure have held true . False and misleading information is a criminal offence.

Substantial shareholders must be “fit and proper”

The SFC will not approve a person as a substantial shareholder unless the SFC is satisfied that the licensed corporation will remain a fit and proper person to be licensed if the application is approved.

The SFC may impose reasonable conditions on the applicant and the licensed corporation and may amend, revoke or impose new conditions by notice in writing.

Start early

Once the acquisition arrangements are reasonably settled, prepare and lodge your application as soon as possible. Applications take at least two months with the SFC, and usually take 2-4 weeks to prepare given the volume of information that must be submitted, particularly if there are multiple applicants.

It is not necessary to have signed any documents yet. Remember, this is pre-approval.

Pre-approval typically remains ‘fresh’ for six months. Notifications are required once completion occurs.

2. Regulatory due diligence is essential

In addition to your usual checks on the Target and any relevant affiliates, make sure you conduct regulatory due diligence. This includes thinking about:

• regulatory licences and approvals;
• compliance with licensing conditions;
• current responsible officers and licensed representatives;
• client agreements and onboarding documents;
• historical regulatory action, including any public disciplinary actions;
• current investigations on foot, if the Target is able to disclose; and
• the Target’s compliance framework, including policies and procedures.

Certain regulatory risks can be mitigated to a degree by representations, warranties, undertakings and indemnities. However, not everything can be cured by contract. The more you know, the more you can fix before completion and/or price into the deal.

3. You need contractual protections

There are several risks that arise with acquiring an SFC-licensed entity, ranging from a failure to obtain SFC approval for a particular substantial shareholder, to tail liability for things like investor claims or regulatory penalties.

The following chart summarises some of the key things you should look at:

4. Management is key

Each licensed corporation requires at least two responsible officers for each regulated activity – otherwise the regulated business must be suspended. Each responsible office must be pre-approved by the SFC and satisfy a range of competence criteria. “Managers-in-charge” must also be in place under new SFC requirements.

Based on our experience:

• time – it takes at least 10 weeks to have a responsible officer approved. It can take much longer than that to find someone experienced in the market;
• experience – the SFC reviews CVs very closely – you must be able to demonstrate adequate experience that is specifically relevant to the regulated activity/ies for which they will be responsible; and
• contingency – retaining at least one of the outgoing responsible officers – if only for a few months – can be invaluable.

The June Circular also re-affirmed that:

• all responsible officers must have sufficient authority to carry out that role;
• responsible officers “in name only” will not be approved;
• the SFC may contact responsible officers to check they are in fact carrying out the duties they said they would be undertaking – false or misleading information is a criminal offence;
• a responsible officer must have sufficient time to discharge their obligations;
• the SFC will not approve applications where it has concerns about conflicts of interest – for example, it will not approve a person to become a responsible officer to act for more than one licensed corporation, unless the licensed corporations are within the same corporate group or owned by the same controlling shareholders (in our experience, joint ventures generally do not qualify).

5. The SFC will want to know about your business plan

As part of substantial shareholder applications, the SFC always asks whether the business plan of the licensed will be changing. Sometimes the acquisition is so far upstream that no changes occur. However, in most cases, there will be at least some changes that arise from the new opportunities and strategies you bring to the table.

Some things to think about include:

• target clients;
• products and services;
• delivery channels;
• jurisdictions;
• additional regulated activities that would be beneficial (these need approval); and
• the control framework needed to deliver any updates to the business plan.

As flagged above, the SFC may test this down the track, so do not breeze over this. Business plans do not need pre-approval, but they are taken seriously by the SFC. Any significant changes require notification, as do various other changes.

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Even Trump’s alma mater says his economic plan is a disaster

• Updated: Aug. 28, 2024, 9:33 a.m.
• | Published: Aug. 28, 2024, 9:22 a.m.

Republican presidential nominee former President Donald Trump speaks at the National Guard Association of the United States' 146th General Conference, Monday, Aug. 26, 2024, in Detroit. (AP Photo/Paul Sancya) AP

• Matt Arco | NJ Advance Media for NJ.com

The economic proposals Kamala Harris has backed would add more than $1 trillion to the federal deficit over the next decade, according to a new nonpartisan analysis.

That pales in comparison to the $5.8 trillion increase in the deficit under Donald Trump ’s proposals, according to a study from his alma mater, Penn Wharton.

From CNBC’s report on the analysis :

The Trump report found that his plan to permanently extend the 2017 tax cuts would add over $4 trillion to deficits over the next 10 years. His proposal to eliminate taxes on Social Security benefits comes with a $1.2 trillion price tag, while his pledge to further reduce corporate taxes would add nearly $6 billion.

The Harris analysis showed that her plan to expand the Child Tax Credit, the Earned Income Tax Credit and other tax credits would raise deficits by $2.1 trillion in the coming 10 years. And her proposal to create a $25,000 subsidy for all qualifying first-time homebuyers would add $140 billion over a decade.

But the Harris report found that raising the corporate tax rate to 28% from its current level of 21%, as the vice president has floated, could partially offset the costs of her spending by $1.1 trillion.

Trump says he wants tariffs on trade partners and no taxes on tips. He would like to knock the corporate tax rate down a tick. The Republican platform also promises to “defeat” inflation and “quickly bring down all prices,” in addition to pumping out more oil, natural gas and coal.

Trump would also scrap Joe Biden ’s policies to develop the market for electric vehicles and renewable energy.

Democrats and several leading economists say the math shows that Trump’s ideas would cause an explosive bout of inflation, wallop the middle class and — by his extending his soon-to-expire tax cuts.

Harris announced earlier this month a sweeping set of economic proposals meant to cut taxes and lower the cost of groceries, housing and other essentials for many Americans.

During a speech in the battleground state of North Carolina, Harris said that “building up the middle class will be a defining goal of my presidency” as she promoted her plan for a federal ban on price gouging by food producers and grocers. She also proposed $25,000 in down payment assistance for certain first-time homebuyers and tax incentives for builders of starter homes.

She stressed tax breaks for families, as well as middle- and lower-income people, promising to expand the child tax credit to up to $3,600 — and $6,000 for children in their first year of life. The vice president also wants to enlarge the earned income tax credit to cover people in lower-income jobs without children — which the campaign estimates would cut their effective tax rate by $1,500 — and lower health insurance premiums through the Affordable Care Act.

Overall, the plans represent a continuation of many Biden administration priorities.

The Associated Press contributed to this report.

Stories by Matt Arco

• Harris vs. Trump: Latest forecast shows big change in race
• Did a Trump staffer assault an Arlington Cemetery official? U.S. Army sets record straight.
• Does the latest Fox News Trump-Harris poll hint how big a role abortion will play?

Our journalism needs your support. Please subscribe today to NJ.com .

Matt Arco may be reached at [email protected] . Follow him on Twitter at @MatthewArco .

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The SFC’s prior approval is required for any company or individual to become a substantial shareholder of a licensed corporation. A person will be a substantial shareholder of a corporation if he or she, either alone or with associates:

has an interest in shares of the corporation:

equal to more than 10% of the corporation’s issued shares; or

which entitles the person, either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at general meetings of the corporation; or

holds shares in any other corporation which entitles him, either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise of 35% or more of the voting power at general meetings of the other corporation, or of a further corporation, which is itself entitled, either alone or with its associates and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at general meetings of the corporation.[2]

The Circular notes that the assessment and vetting process for a change in the substantial shareholders of an existing licensed corporation is no less stringent than that for new applicants for a corporate licence. This is to ensure that an acquisition of an existing licensed corporation cannot be used as a means to avoid the assessment and vetting process that new corporate licence applicants must undergo. The time required to approve substantial shareholders is also likely to be comparable to that of a new corporate licence application, which takes about 15 weeks according to the  SFC’s performance pledge .Where a licensed corporation appears to be dormant, the SFC will give particularly close scrutiny to any application for approval to become a substantial shareholder of that licensed corporation.

An application to become a substantial shareholder may be refused if the SFC does not believe that the licensed corporation will remain fit and proper after the approval is granted. The SFC may also enquire into the substantial shareholder’s source of funding and financial strength in order to assess the legitimacy of the funds and to confirm that any ultimate beneficial owners who are substantial shareholders have applied for approval.

The SFC will assess any potential changes to the business plan and senior management of the licensed corporations after a change of ownership. Licensed corporations must inform the SFC of certain changes, including significant changes to their business plan and changes to their senior management, within seven business days.The SFC may seek to confirm what changes have actually occurred in order to make sure that parties are forthcoming in providing information. It should be noted that providing false or misleading information to the SFC constitutes an offence punishable by a fine and imprisonment.

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Harris proposes raising the corporate tax rate to 28%, rolling back a Trump law

CHICAGO — Vice President Kamala Harris is calling for raising the corporate tax rate to 28%, her first major proposal to raise revenues and finance expensive plans she wants to pursue as president.

Harris campaign spokesman James Singer told NBC News that she would push for a 28% corporate tax rate, calling it “a fiscally responsible way to put money back in the pockets of working people and ensure billionaires and big corporations pay their fair share.”

“As President, Kamala Harris will focus on creating an opportunity economy for the middle class that advances their economic security, stability, and dignity,” Singer wrote in an email.

If enacted, the policy would raise hundreds of billions of dollars, as the nonpartisan Congressional Budget Office has projected that 1 percentage point increases in the corporate rate corresponds to about $100 billion over a decade. It would also roll back a big part of former President Donald Trump’s signature legislation in 2017 as president, which slashed the corporate tax rate from 35% to 21%.

Trump, meanwhile, recently said he would cut taxes even further if elected president, including on businesses .

The move comes as Harris slowly adds details to her governing vision on the week of the Democratic convention , including conveying to critics how she would seek to pay for costly ideas, such as expanding the child tax credit and easing the cost of housing and medical debt. She has not provided a cost estimate of her proposals so far or matched them with pay-fors.

A 28% corporate tax rate is lower than what Harris proposed in her failed 2020 presidential campaign, when she called for fully repealing Trump’s tax cuts, which would have returned the corporate rate to 35%. The new stance aligns Harris with President Joe Biden’s most recent budget proposal.

Republicans are sure to object to a 28% corporate tax rate, meaning Harris may need Democrats to control the House and Senate in order to get it through Congress. But a potential President Harris would have some leverage over the GOP for negotiations on tax policy, as many other portions of the Trump tax cuts expire at the end of 2025, which will lead to a major debate in Congress next year about which parts to extend.

At a recent press conference, Trump predicted that Democrats will be “under tremendous pressure” to renew his expiring tax cuts next year, and “if the Democrats don’t renew them or make it impossible to renew,” it would “destroy the economy.”

Singer, meanwhile, tied Trump to an “extreme Project 2025 agenda” that he said would “drive up the deficit” and “increase taxes on the middle class,” citing estimated impacts of Trump’s proposal to impose tariffs up to 20%.

Sahil Kapur is a senior national political reporter for NBC News.

More From Forbes

Small business owners: questions you should ask yourself at 5 different stages of growth.

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Dominik Szot, executive coach focused on leaders' legacy, servant leader, global entrepreneur, founder/CEO of MIA , agile management mentor.

"The mind is not a vessel to be filled, but a fire to be kindled." — Plutarch

As a first-time founder, I relied on the support of business mentors, executive coaches and financial consultants. However, I could have avoided many mistakes by using the "kindling" Plutarch mentions.

When I founded MIA, which I still lead, in 1999, I didn't know how to develop it or chart its growth. Today, 25 years later, as I prepare for succession, I'd like to share my knowledge, drawn from my global experience as an entrepreneur with 14 companies and brands that I founded in Europe and Asia.

Using the HBR "Five Stages of Small-Business Growth" model as a framework, here are my top tips on what to look out for in growing a small company (up to 500 people).

New Password Hacking Warning For Gmail, Facebook And Amazon Users

Trump vs. harris 2024 polls: harris leading likely voters by 2 points in latest survey, samsung slashes galaxy s24 price ahead of iphone 16 release, stage i: existence.

The essence of this stage of business development is acquiring enough customers to make the business profitable. At this stage, the owner takes a central role, overseeing all activities and providing the necessary energy and capital.

Here are three questions you should ask yourself at this stage:

• How can we get enough customers?

• How can we expand from our current customer base to reach a much broader sales base, and will this require a change in production processes?

• When will we have enough money to cover the next significant funding requirement?

My tip: Establish a relationship with an experienced mentor with knowledge in a similar business area.

Stage II: Survival

At this stage, as an owner, you should focus on managing cash flow, optimizing operations and building strong customer relationships. It is also crucial to plan and develop the team so the business can achieve financial stability and growth opportunities.

Riddles for the owner to solve:

• How can we ensure sufficient cash flow to break even and cover the replenishment of our capital assets?

• What strategies can we implement to build and maintain strong relationships with our customers and optimize our operations?

• How prepared am I to adapt to market changes, avoid over-control and make timely investment decisions to maintain long-term success?

My tip: Hire a business coach to help you develop managerial and operational skills.

Stage III: Success

This phase means that the company has achieved economic stability and is operating successfully in the market. Now the owner must decide which of the following two models to choose for continued operation:

A: Success Through Withdrawal

The owner gradually distances themself from the company by engaging in other projects or hobbies, delegating management responsibilities to functional managers.

B: Success Through Growth

The owner consolidates the business and organizes resources for growth. This involves greater risk as it commits the company's resources to growth.

The owner’s key questions at this stage are:

• Do I want to focus on growing the company further or on stabilizing and maintaining profitability so that I can gradually withdraw from day-to-day management?

• If you choose Model A: What else do I need to do to ensure that my company's resources and management are sufficient without my day-to-day involvement?

• If you choose Model B: What are the biggest risks associated with the continued growth of the business, and am I prepared to take them on with my current resources and creditworthiness?

My tip: Hire advisors to get expert advice on scaling and coaching on transition management and leadership dynamics.

Stage IV: Take Off

This is the intensive growth phase of the company, where the key challenges are the pace and financing of development. You must now effectively delegate responsibility to others, which requires monitoring their performance and accepting a certain level of mistakes.

Owners should ask themselves:

• What financial resources does my company have, and how long am I willing to tolerate a high debt-to-equity ratio to finance rapid growth?

• What is my company's culture, and how do I delegate responsibility and monitor performance in light of its growth?

• How do I develop my key leaders to cope with the increasing complexity of business development, and how do I develop management systems to support this growth?

My tip: Hire a financial advisor and an executive coach to help build the right company culture.

Stage V: Resource Maturity

At this stage, the organization has reached a significant level of development, is stable and has the human and financial resources to engage in detailed operational and strategic planning.

• How can I effectively consolidate and control financial returns while maintaining flexibility and entrepreneurial spirit (innovation, resilience and adaptation) in the company?

• What does our management still need for further growth and to optimize resources and other efficiencies?

• Are our budgeting, strategic planning and management systems prepared for long-term goals in the spirit of agile management and entrepreneurship?

My tip: Hire a consultant to help you build a program of continuous and sustainable growth in your business.

Final Thoughts

If you manage the financial and management challenges appropriately for each stage of your company's development, your organization can become a large enterprise. The business can also be sold at a profit if you understand its limitations early on and do not want to grow it further.

In running a business, crises are regularly encountered in addition to successes. Knowing how to solve them is one thing, and the art of not causing them is another. This is why the world's best leaders reach out to a variety of advisors, mentors and coaches at every stage of their company's development. Because, as Daniel Kahneman says in his book Thinking, Fast And Slow : "Expertise is not a single skill; it is a collection of skills, and the same professional may be highly expert in some of the tasks in her domain while remaining a novice in others."

Forbes Coaches Council is an invitation-only community for leading business and career coaches. Do I qualify?

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Red Lobster taps former P.F. Chang's head as CEO in bankruptcy exit plan

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Stocks ease past Nvidia blues, crude oil rebounds

Global shares edged higher on Thursday, shrugging off investor disappointment at artificial intelligence powerhouse Nvidia's results, while oil prices rebounded from two sessions of losses helped by Libyan supply disruptions.

SFC Publishes Assessment Questions for Effective Business Continuity Plans

Introduction

The Licensing Department of the Securities and Futures Commission (the SFC ) has issued a circular ( see archive ) to licensed corporations containing a non-exhaustive list of self-assessment questions to which reference can be made during the review of business continuity plans.

According to the circular, in the event of operational disruptions 1 , appropriate internal controls and risk management measures are vital in protecting key business functions and recovering them promptly. Therefore, an effective business continuity plan is important to the operations of all licensed corporations.

Assessment of business continuity plans

Below is a non-exhaustive list of possible assessment questions for reviewing existing business continuity arrangements:

Whilst it is important to assess business continuity plans, licensed corporations are also reminded to update their information, particularly emergency contacts, with the SFC without delay.

Please refer to paragraph 36 in the Appendix to the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the Securities and Futures Commission (April 2003). ↩

This newsletter is for information purposes only. Its contents do not constitute legal advice and it should not be regarded as a substitute for detailed advice in individual cases. Transmission of this information is not intended to create and receipt does not constitute a lawyer-client relationship between Charltons and the user or browser. Charltons is not responsible for any third party content which can be accessed through the website. If you do not wish to receive this newsletter please let us know by emailing us at [email protected]

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Why Opening a Roth I.R.A. May Be a Good Move, No Matter Your Age

These retirement savings accounts, which are often pitched to young investors, can be a good option for older and retired workers.

By Martha C. White

At 72, Janice Campbell might not seem like your average investor in a Roth account. Those investment vehicles — funded with after-tax dollars instead of the pretax contributions that go into most individual retirement accounts and 401(k)s — are typically recommended for younger workers.

Taxes are paid on the money before it is contributed to the account. For those just starting out their careers and earning entry-level wages, the appeal is paying taxes at a lower rate than they are likely to be at in another 20 or 30 years. This money grows, tax-free, until retirement, at which point withdrawals also are tax-free.

But Ms. Campbell, a retired tech worker who is still active and healthy, frequently hiking trails around her Arizona home, is concerned about how her health could change in the coming years and whether she might face the expense of long-term care.

“I think it’s important at our age not to put the burden on our children or grandchildren,” Ms. Campbell said. So, at the recommendation of her financial adviser, she recently decided to change her investment mix and is converting a portion of her retirement savings into a Roth I.R.A.

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Advisers like Andrea Clark, who works with Ms. Campbell, say that contributing or converting funds into a Roth account can yield significant tax- and estate-planning benefits for older workers and retirees.

Ms. Clark, owner and founder of the Table Financial Planning, based in Fountain Hills, Ariz., said a Roth account offered the flexibility of having a tax-free bucket of funds that they could dip into for large or unplanned expenses.

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