位于珠海最南端的横琴岛如今是广东省的三块自贸区之一。横琴和澳门陆路相连，每天早上，澳门年轻人只需花上3元钱，搭乘约半小时公交，就能抵达横琴关口。过关后，再走上几步，就可以在横琴创意谷园区开始一天的工作。
2018年港珠澳大桥通车后，香港人由陆路抵达内地也变得十分方便，而横琴正是港珠澳大桥落脚内地的第一站。如今从香港中环开车抵达横琴，只需不到一个半小时。
中银-力图-方氏（横琴）联营律师事务所是一家位于创意谷的内港澳三地联营律所。联营所主任陈忆律师告诉ALB，疫情前，三地间交通甚至更方便：每天都会有跨境通勤车在横琴几栋写字楼接上澳门居民，再将他们过关送回家。
2014年，广东省司法厅印发了《港澳联营律师事务所管理办法》，鼓励在自贸区内设立联营律所。随后，11家联营所落地，而中银-力图-方氏是其中第一家采取三地联营的律所，目前是大湾区内规模最大，港澳律师数量最多，业务范围最广的一家联营所。
伴随“一带一路”倡议发展，越来越多中国企业开始走向海外。然而受制于现行中国法律要求，中国律师无法持牌跨境执业。“联营所的目的就是能够在一个办公室内同时提供三个法域的法律服务，方便客户走向‘一带一路’。”陈忆律师说。
中银-力图-方氏目前有4位内地律师、11位澳门律师、17位香港律师。根据联营所网站的介绍，这些律师“能够很好地为内地、香港、澳门、葡语系国家、英语系国家及法语系国家法律多元需求提供一站式律师服务，节省企业时间和成本，为企业沟通联系提供方便”。
“港澳律师拥有天然的‘超级联络人’身份。”陈忆律师说，“澳门律师可以辐射葡语及西语国家，香港律师则可以辐射英美法系国家。我们联营所里就有同时拥有英国、澳大利亚、新加坡、巴西、葡萄牙、东帝汶等地执业资格的律师。”
便利跨境
出于立法、国际税收安排、外汇管理考虑，中国的涉外投资，以及国际对中国的投资，基本都要以港澳为跳板，即先在港澳设立公司，再以港澳公司或离岸公司的名义进入内地，或实现出海。因此，“港澳律师在跨境交易中扮演着主要角色，包括并购、融资等，都需要通过他们来完成”，陈律师说。
借由中银律所在内地的30余间分所，所有和港澳相关的业务需求都可以汇集到联营所，再由港澳律师进一步完成。
此外，持有其他法域执业牌照的港澳律师还可以“更进一步”，协助客户继续完成在欧盟、英国、澳大利亚、加拿大、新加坡、葡萄牙、巴西等地的业务。“例如有一家内地公司曾想到英国投资，我们的律师就陪他去到英国，协助对当地标的公司进行并购。”陈忆律师介绍道。
跨境投资并购之外，联营所也为其他跨境业务提供服务。过去，许多极为平常的商业行为由于遭遇到内地港澳三地的多法域问题，变得十分复杂，而联营所的出现很大程度便利了相关事务。
陈忆律师举了个例子，联营所的客户澳门大西洋银行在横琴设立了一家分行，经常涉及“内保外贷”或“外保内贷”问题——即担保资产位于一地，而借贷行为发生在另一地。过去，客户必须要找到两个法域的律所分别出具法律意见书，现在则可以通过联营所直接完成。
此外，联营所也便利了三法域间个人的交流。例如跨境婚姻涉及的异地财产问题，以及港澳居民约定由中国法院管辖、但却适用域外法律的情况，“这时我们的港澳律师就可以直接出具准确的法律意见书，这是内地律师做不到的”，陈律师说。
特殊运营
来到联营所前，陈忆律师曾在中银深圳分所担任管理职务，但她坦言，联营所的运营“和本土所完全不一样”。
首先是文化的差异。“到这边以后接触的大多是港澳律师，他们虽然长着中国人的面孔，但思维方式实际上是西方的。”陈律师说，“最重要的是沟通，要对港澳文化有所了解，例如我们要求所有律师以广东话和英语作为工作语言。”
其次是运营中对面面俱到、关注细节的要求。“例如我们有4位香港大律师，他们是香港的诉讼律师，要通过事务律师接案，这样的细节必须注意到。”陈律师说，“运营者除了掌握内地律师的状态，也要了解港澳律师的专业、优势，甚至个性。”经过五年的熟悉与磨合，联营所目前已经形成了几支专攻跨境并购、跨境诉讼、跨境仲裁等的专业合作队伍。
伴随2021年大湾区内地九市对港澳律师开放律师执业机会，联营所也为有兴趣的港澳居民提供了新的发展平台。“现在律所里就有澳门青年在做实习律师，准备未来拿中国内地的律师执业证。”陈律师说。
展望未来
根据新华网报道，自设立以来，中银-力图-方氏的年营业额经历了连续增长。而陈忆律师告诉ALB，联营所的“野心”不止于此。
“境内机构到香港上市及发债是近年热点。”陈忆律师说，“赴港IPO是未来联营所的香港律师要重点经营的业务。”谈到联营所的优势，陈律师指出，赴港大型IPO的发行人和券商律师目前大多被在港英美所垄断，“香港本土律师想在其中争取一席地位，将来一定要和内地律师紧密合作”——一方面通过内地律师增强内地客户的服务体验；另一方面也通过联营所的特殊安排，使得发行人或券商不必再委派内地和香港两家律所，从而降低成本。
联营所未来的另一个红利点则是跨境并购业务。伴随内地企业的国际化热情持续高涨，联营所律师可以协助客户在港澳设立离岸公司，同时规避并购过程中的税收、外汇风险，“这一方面的需求是比较大的”，陈律师指出。
此外，联营所还将继续借力大湾区和自贸区的政策红利。除了横琴与澳门进一步对标配套所带来的机会，中银-力图-方氏今年很快将在深圳开设第一家分所，“深圳作为先行示范区，未来会有更多的人才、税收、法律、营商环境等政策落地。我们相信这里会提供更多商机”，陈忆律师说。
Mainland-HK-Macau JV law firm looks to tap into cross-border opportunities
Hengqin is one of the three free trade zones in Guangdong Province that are connected to both Macau and Hong Kong by land. And ZLF Law Office, located in Hengqin Creative Valley, is looking to tap into the opportunities brought by this advantageous location.
What is noteworthy about ZLF, though, is that it is a joint-venture law firm that brings together mainland China, Hong Kong and Macau law offices. The component law firms are Zhong Yin Law Firm, Hong Kong’s Fongs and Macau’s Rato, Ling, Lei & Cortés.
In 2014, the judicial department of Guangdong Province launched the Measures for the Administration of Hong Kong-Macau Joint Venture Law Firms, encouraging the establishment of joint-venture law firms in the free trade zones. After that, 11 joint-venture law firms were set up in the zones, with ZLF becoming the first mainland-Hong Kong-Macau joint venture law firm. Now ZLF is the largest joint-venture firm in the Greater Bay Area, with the largest number of Hong Kong and Macau lawyers, and the most extensive scope of business.
As the Belt and Road initiative continues to make progress, an increasing number of Chinese companies are making plans to do business abroad. According to the prevailing Chinese laws, a licensed Chinese lawyer is not allowed to practice law in different jurisdictions. "The purpose of setting up a joint venture firm is to enable us to provide legal services in three jurisdictions at the same time in one office, so as to facilitate clients in implementing projects under the Belt and Road initiative," Chen Yi, director of ZLF, tells ALB.
ZLF currently has four mainland lawyers and 11 and 17 lawyers from Macau and 17 Hong Kong lawyers. According to the firm's website, these lawyers "can provide one-stop legal services for clients in the mainland, Hong Kong, Macau, Portuguese-speaking countries, English-speaking countries, and French-speaking countries to meet their diversified legal needs, helping clients save time and cost, and facilitating communication between clients and the firm."
"Hong Kong and Macau lawyers are our 'super liaison'," Chen says. "Macau lawyers can easily reach out to people in Portuguese and Spanish-speaking countries, while Hong Kong lawyers can make contacts with people in common law countries. At ZLF, we have lawyers who are licensed to practice law in multiple countries including the U.K., Australia, Singapore, Brazil, Portugal, and East Timor."
CROSS-BORDER FACILITATION
Taking into account legislation, international taxation arrangements and foreign exchange control, Hong Kong and Macau serve as the springboard for both China's outbound investments, as well as foreign investments into China. Therefore, "Hong Kong and Macau lawyers play a very important role in cross-border transactions, such as mergers and acquisitions, and financing, which all need to involve those lawyers," Chen says.
Zhong Yin Law Firm has more than 30 offices on the mainland, and they send all their legal needs related to Hong Kong and Macau to ZLF for further handling.
In addition, Hong Kong and Macau lawyers who are licensed to practice law in other jurisdictions can "do even more" in helping clients continue to complete their businesses in the European Union, the UK, Australia, Canada, Singapore, Portugal, Brazil and other regions. "For example, there was a mainland company intending to invest in Britain, so our lawyers accompanied the client to the U.K. to assist him in the merger and acquisition of the local target company," Chen tells ALB.
In addition to cross-border investments and mergers and acquisitions, ZLF provides services in other cross-border business areas as well. Chen shares with us an example. BNU Macau, one of ZLF's clients, has set up a branch in Hengqin, which often deals with the issues of "domestic guarantees for foreign loans" or "foreign guarantees for domestic loans.” In the past, clients having such issues had to find law firms in two jurisdictions to issue legal opinions separately, but now clients can have this issue handled by ZLF. ZLF also makes it easier for individuals in the mainland, Hong Kong and Macau to deal with their personal matters.
CONFLUENCE OF CULTURES
Before working at ZLF, Chen served in a management role in the Shenzhen office of Zhong Yin Law Firm. A joint venture firm and a "local firm operate completely different," Chen admits.
The first factor that he takes into account is cultural differences. "At ZLF, most of the lawyers are from Hong Kong and Macau. They have Chinese faces, but western mentalities. The most important thing is good communication, and a good understanding of Hong Kong and Macau cultures, too. For example, at ZLF, Cantonese and English are our working languages," Chen says.
The second is to take every aspect into consideration and pay attention to the smallest details. "As a manager, I need to know well about our mainland lawyers, as well as our Hong Kong and Macau lawyers, including their expertise, strengths, and even personality," Chen says. It's been five years since ZLF was founded; now the joint venture firm has formed several professional collaboration teams specializing in cross-border mergers and acquisitions, cross-border litigation, and cross-border arbitration.
As the Greater Bay Area opens up to Hong Kong and Macau lawyers, allowing them to practice law in nine mainland cities after they pass a special qualification exam, joint venture firms provide a new development platform for interested Hong Kong and Macau residents. "There are young people from Macau who are working as trainee lawyers in our firm, and they plan to obtain the license to practice law in mainland China," Chen says.
LOOKING AHEAD
According to Xinhua, ZLF's annual turnover has seen continuous growth since its establishment. But that is not all that the joint venture firm is pursuing, Chen tells ALB.
"Domestic entities going public or issuing bonds in Hong Kong has been a hot topic in recent years. IPOs in Hong Kong will be the key business for Hong Kong lawyers of joint venture firms," Chen says. "If Hong Kong local lawyers desire to grab a slice of the market, they'll need to work closely with mainland lawyers." On the one hand, they can improve customer experience through collaborations with mainland lawyers; on the other hand, through special arrangements of a joint venture firm, an issuer or sponsor no longer needs to appoint a mainland firm and a Hong Kong firm at the same time to serve as its legal advisers, thereby reducing costs.
Another profit point for joint venture firms in the future is cross-border mergers and acquisitions. Given the sustained enthusiasm of mainland enterprises for internationalization, joint venture firms can help their clients to set up offshore companies in Hong Kong and Macau to avoid tax and foreign exchange risks. "The demand in this area is considerably high," Chen points out.
Furthermore, joint venture law firms will continue to leverage the policy dividends of the Greater Bay Area and the free trade zones. In addition to the opportunities brought by the further connection between Hengqin and Macau, ZLF will soon open its first branch office in Shenzhen this year. "We believe that there will be more business opportunities there," Chen says.
To contact the editorial team, please email ALBEditor@thomsonreuters.com.
