Hill & Associates Business continuity with full-spectrum problem solving.
We don't make headlines. We make success.
Doing business globally means exposure to risk. Landing in Asia should not feel like stepping into a threatening landscape. Our Asia-based team knows the territory, the players and the pitfalls. We guide clients around the challenges and insulate them from the unforeseen. Your business will never miss a beat.
We work with complete confidentiality in world's most difficult and opaque markets. Learn More About Our Services.
We are positioned across Asia to act decisively to crises and maintain the continuity of your business. See Where We Are.
Law enforcement, military, cyber security, accounting, corporate law, and everything in between are represented. Meet Our Team
+852 2802 2123
Room 1701-08, Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Hill & Associates has been operating for more than 20 years, with offices in China, Hong Kong, Singapore, India, Indonesia, Malaysia, Thailand, and Vietnam.
We are owned by G4S plc, the world’s largest private security company, but operate completely independently. Our management, legal and information technology structures are protected by inter-company agreements to protect confidential client information.
Our strength is the breadth of our Asia-based team and depth of local knowledge. Our staff of more than 150 includes experts from around the world in fields ranging from law, accounting and banking to military, intelligence and computer forensics. All adhere to strict ethical and internal codes of conduct. Discretion, effectiveness and professionalism make our team – individually and as a unit – your trusted adviser.
Meet some of our team members.
Neil has more than 30 years of experience in security and business risk consulting across Asia, Africa and the Middle East. He helps corporate clients manage internal fraud matters, labor and commercial relationships, and crisis and contingency management issues, working with stakeholders and senior management to create solutions that are logical, ethical and economically sound. Clients include top-tier Fortune 500 organizations during times of exponential growth into new markets and operations.
Security Risk Management
Prior to joining Hill & Associates, Mike completed a 28-year career in the Hong Kong Police Force, rising to directorate rank. During his service, Mike commanded the VIP Protection and Tactical Units, and oversaw operations at events including the Handover of Hong Kong in 1997 and meetings of the World Bank, IMF and WTO. Mike works with clients to pre-empt and address issues that impinge on business operations and reputation risk.
John Bruce runs our Corporate Intelligence service line, which encompasses business intelligence and integrity and background checks. In addition to this, he has specific responsibility for gaming related due diligence, having become involved in the gaming industry due to the burgeoning expansion in worldwide gaming that took place alongside the expansion of the worldwide web. He has considerable experience in providing independent consulting services to companies in the gaming industry on the nature of the industry in Asia.
Fraud Prevention & Integrity Risk
Adelene has worked throughout Asia and has extensive experience in the practicalities of doing business – both local and cross-border. She is responsible for managing and conducting client engagements focused on the areas of fraud, bribery and corruption, ethics, corporate governance and integrity and compliance matters. Prior to joining Hill & Associates, Adelene worked in tax and legal services in a Big Four firm and in corporate and commercial law at several international firms.
Mossack Fonseca - On March 14, 2016, the Organization for Economic Cooperation and Development (OECD) will host a conference on the balance between investor protection and governments’ right to regulate. The conference will take place at the OECD Conference Centre in Paris, France.
Many recent investment treaty developments have been driven by the quest for a balance between investor protection and governments’ right to regulate. Efforts to achieve balance have inspired innovation in treaty policy, led some countries to exit investment treaties perceived as out-dated, and informed treaty policy and practice worldwide.
The conference will explore:
• How governments are balancing investor protection and the right to regulate
• The search for improved balance through new institutions or improved rules for dispute settlement including the new Investment Court System developed by the European Union
• A case study on addressing the balance through substantive law―in particular through approaches to the fair and equitable treatment (FET) provision.
• How the OECD, working with other international organizations, can support constructive improvement of governments’ investment treaty policies in this regard
Governments have been evaluating key aspects of investment treaties at regular bi-annual meetings of the OECD-hosted Freedom of Investment Roundtable since 2011. This conference will gather senior policy makers and investment treaty negotiators from 54 advanced and emerging economies for exchanges with leading representatives of business, civil society and academia, as well as international organizations.
The bearer share immobilization system was introduced in Panama by means of Law 47 of 6th August 2013 and was substantially amended by Law 18 of 23rd April 2015. Luis Quiel of Mossack Fonseca shall review here the most important aspects of the custody system, as modified by the most recent amendments.
Entry into Force is Moved Forward
Companies that were formed before 4th May 2015 have up to 31st December 2015 to delete from their articles of incorporation the possibility of issuing bearer shares or to deposit the bearer share certificates with an authorized custodian. The latter would require, either amending the articles of incorporation to expressly allow bearer shares under the custody system, or having such system approved in a board of directors minutes registered at the Public Registry.
If any company does not formally approve (before 31st December 2015) a decision to allow the immobilization of bearer share certificates, the bearer share certificates that it has issued shall be null and void by full right.
The deadline of 31st December 2015 applies only to companies formed before 4th May 2015. For bearer shares issued on or after 4th May 2015, the term expired on 4th August 2015.
Legal Consequences of Lack of Action
Articles of incorporation of companies that envisage the issuance of bearer shares and that have not been amended to provide for immobilization with authorized custodians (save if the decision was adopted through a board resolution duly registered at the Public Registry) will be deemed to have been amended by operation of law as of 1st January 2016. This will cause two important consequences for such companies: 1) bearer shares that are outstanding shall be irrevocably null and void, and 2) the company may not issue new bearer shares.
Immobilization or Custody System
To benefit from the bearer share custody system, certain requirements need to be complied with as follows:
1. Amendment of the articles of incorporation or registration of the decision of the corporation’s board of directors before 31st December 2015, so as to envisage bearer shares in custody according to the system created by Law 47 of 2013 and Law 18 of 2015.
2. Deposit of the bearer share certificates with an authorized custodian.
3. The authorized custodian shall require a sworn statement from the shareholder that includes information allowing due identification of the owner of the bearer shares and the corporation’s resident agent, including contact details.
The law provides for two kinds of authorized custodians: 1) local authorized custodians, and 2) foreign authorized custodians. The former may be banks holding a general license and trust companies authorized by the Panama Bank Superintendence (SBP―its initials in Spanish); brokerage houses and securities clearing houses authorized by the Securities Market Superintendence (SMV―its initials in Spanish); and attorneys at law certified as such by the Supreme Court of Justice.
Banks, trust companies, and financial intermediaries may be foreign authorized custodians if they hold a license for practicing their activities as set forth in jurisdictions that are members of the Financial Action Task Force (FATF) on Money Laundering or are associated members that are registered with the SBP on a special register that the latter keeps to such end.