David Chu joined Heller Ehrman in January 2007 and is a member of the Asia Dispute Resolution Practice. Mr. Chu is a senior litigator and has represented a number of multinational clients on securities related litigation, regulatory compliance matters and complex commercial disputes. He has appeared before both judges and masters of the High Court and District Courts of Hong Kong. Mr. Chu has been based in Hong Kong since 1999 and was previously with an international UK firm.
Experience
Mr Chu has extensive experience with securities related and shareholders’ disputes, regulatory matters – particularly those which give rise to compliance issues both in Asia and the United States – and cases of director fraud and liability. He is one of the contributing authors of Sweet & Maxwell's Hong Kong Civil Litigation Legal Practice Manual (3rd edition).
Mr. Chu has been involved in a number of the leading cases in Hong Kong on director misfeasance and fraud, many as shareholder derivative actions, and others following on from contentious insolvency proceedings. He has also advised auditors from the leading accountancy firms and Asia based issuers on numerous compliance issues under Hong Kong law, arising from SEC enforcement actions and related investigations. In addition, Mr Chu has worked on a broad range of disputes arising from failed securities transactions.
Mr. Chu is a native English speaker, and is also fluent in Cantonese and Mandarin.
Education
University of Alberta, Canada (B. Commerce, 1991); Dalhousie University, Canada (L.L B, 1995).
Admissions & Courts
British Columbia, Canada; Hong Kong.
Memberships
The Law Society of Hong Kong; Law Society of Hong Kong Professional Indemnity Scheme Claims Committee; Hong Kong Insolvency Interest Group; Canadian Bar Association; Law Society of British Columbia.
Representative Engagements
Shareholders and Securities Related Litigation
- Acted for a minority (corporate) shareholder of a company listed on the Bursa Malaysia Main Board, in its derivative action for damages of HK$600 million against two Malaysian directors of its Hong Kong subsidiary, and a non arms-length property management company which they engaged in relation to a Shanghai residential development.
- Advised major Hong Kong-based telecommunications company on their dispute with a Taiwanese company over an investment agreement under which the two companies agreed to develop an internet portal web site in Hong Kong. Also acted for the company in proceedings commenced by a Korean IT firm for alleged breach of share subscription agreement.
- Advised a major Cayman Islands investment fund in the retail sector on their exposure to suit in the PRC under a subscription agreement as a result of representations contained in prior confidential offering memorandum.
- Advising French investment fund on its rights under a subscription agreement with BVI parent of PRC company, relating in particular to convertible notes issued by the BVI entity . Issues included whether provisions for the automatic conversion of the notes into shares in the PRC entity had been triggered. Drafting statutory demands.
- Advised gaming operators in Macau to whom the Macau Government had granted a gambling concession on the scope of share transfer restrictions in their agreement with the government.
- Advised a Thai-based global brewery in their dispute over their joint venture with a leading global beer company based in Denmark. In dispute was the control over the boards of directors of various Asian subsidiaries formed pursuant to the joint venture to sell the Danish brand in Thailand, Hong Kong and PRC.
- Advised a major US film studio on the termination of their joint venture with a PRC company pursuant to which the management and operation of numerous cinemas opened by the studio in the PRC would be transferred to the PRC joint venture partner.
- Advised a leading Hong Kong-based Asian actor and entertainer in a highly publicized shareholder dispute with a Hong Kong listed company over the parties’ obligations under a shareholders’ agreement, in particular the scope of various non-restrictive covenants and financing obligations.
- Advised court appointed provisional liquidators on a restructuring of the debtor company under Section 166 of the Hong Kong Companies Ordinance and acting for them on court applications for leave to execute share and asset sale agreements.
- Advised majority shareholders of an Asian vendor of oil rig equipment to Russian companies on their exposure to a statutory minority oppression action under Hong Kong Companies Ordinance, as a result of their dispute with a director/minority shareholder over the amount of bonuses payable to him.
Regulatory Compliance and Internal Investigations
- Advised a leading Dutch Bank in an investigation by the Hong Kong Securities and Future Commission on the Bank’s obligations as the administrator and custodian of a mutual fund under an injunction obtained by the Commission, in respect of property held or controlled by the advisors of the funds who were the defendant in the legal proceedings commenced by the Commission.
- Advised a Hong Kong listed media and sports entertainment company on an investigation by the Hong Kong Securities and Future Commission into the accounting treatment of various accounts receivables coinciding with the company’s migration from Growth Enterprise Market to the Hong Kong Main Board.
- Advised auditors in the Hong Kong and PRC offices of the leading accountancy firms on numerous internal investigations initiated by their clients’ (PRC or Hong Kong based, SEC registrants) audit or special committee and the compliance issues arising from these investigations, including the scope of their reporting obligations under Section 10A of the United States Securities and Exchange Act of 1934.
- Advised global tobacco manufacturer on broad range of compliance issues under Hong Kong legislation, including anti-smoking legislation; also advising company executives on a social reporting program.
- Advised auditors of a “Big Four” accountancy firm on the scope of their obligations under the Hong Kong Companies Ordinance to disclose copies of their working papers and other documents to court appointed liquidators.
- Advised US multinational with manufacturing subsidiary in Huizhou, China on their exposure to criminal liability under Hong Kong’s Prevention of Bribery Ordinance, as well as their obligations under PRC’s criminal law and the United States Foreign Corrupt Practices Act with respect to preventing corruption, arising in connection with the subsidiary’s alleged improper dealings with the its suppliers.
- Advised Banco Delta Asia under the administration of the Macau Government in connection with opposing a U.S. Treasury rule issued under Section 311 of the USA PATRIOT Act which froze US$25 million held by North Korean entities at the Bank.
Corporate Governance Related Litigation
- Acted for the former directors of a Hong Kong company in the leading fraud case in Hong Kong in relation to the claims of misfeasance, fraudulent trading and fraudulent preference brought against them under the Hong Kong Companies Ordinance.
- Acted for court appointed provisional liquidators of a BVI company in a HK$300 million claim against the company’s Singaporean and Indonesian directors for director misfeasance, fraud and beach of fiduciary duty in connection with their purchase and subsequent charging of shares in Hong Kong public company.
- Acted for a Korean listed company in an application for Norwich Pharmacal disclosure orders against a leading Hong Kong bank, in support of intended proceedings against the Korean company’s former Chairman for fraud and embezzlement of company funds.
Complex Commercial Litigation
- Acted for the plaintiff in California District Court proceedings who successfully obtained from a Hong Kong Court, an order for the deposition of a resident of Hong Kong who was not a party to the California proceedings, for use in those proceedings, including opposition of the subsequent application by the deponent to set aside the order allowing the deposition.
- Advised a major Japanese trading house on their rights under charges and guarantees under which they took security from a PRC manufacturer of mobile handsets in respect of loans exceeding ¥1 billion.
- Acted for a Hong Kong project development company in their dispute with a Hong Kong listed property developer with diversified interests in South East Asia over a toll way project in the Philippines and a five star hotel in Malta.
- Acted for Asia based cable company in libel proceedings commenced by a major telecommunication company in relation to notices published in the English and Chinese newspapers in Hong Kong, attributing the cause of a transmission interruption to telecommunication company to equipment failure.
- Advised and acted for creditors in compulsory winding-up proceedings, creditors’ voluntary liquidation and members’ voluntary liquidation.
Publications
- "A New Tool for Liquidators: The Anton Piller Order" 2006
- "Procedure for Taxation of High Court Costs in Hong Kong" 2005
- "Cross-border Litigation: A Variety of Approaches and Procedures", Contributing Author 2005
- "Newsflash: The Chief Justice’s Final Report on Civil Justice Reform", Contributing Author 2003
- "Civil Litigation Legal Practice Manual, 3rd Edition", Contributing Author Sweet & Maxwell 2003
Speaking Engagements
