Caroline De Souza


I have over 10 years of combined private practice and in-house experience in Hong Kong, with a strong focus on private mergers and acquisitions, joint ventures, shareholders agreements and advising on general commercial matters and transactions including sale and distribution agreements, franchise agreements, capital reductions and buy backs.

I advise individuals, start-ups, SMEs and multinational companies in various industry sectors such as manufacturing, luxury retail, fashion, hospitality, F&B and port infrastructure and development.

I am diligent and pride myself on my attention to detail and ability to provide timely advice to my clients.  I also strive to deliver legal solutions that are commercial, pragmatic and geared to each client’s risk appetite.

Career Highlights

Over the course of my career, I have been involved in a wide range of projects, many of which are highly confidential and commercially sensitive.  Some recent highlights of my work are:

Mergers and acquisitions

  • Advised on the Hong Kong law aspects of a cross-border acquisition by a Middle Eastern conglomerate of the Hong Kong retail stores of a major UK retail company, including in respect of the due diligence, drafting and negotiation of the transaction documents, as well as the completion and post-completion matters.
  • Advised a leading European company on the Hong Kong law aspects of its strategic acquisition of two Hong Kong holding companies of PRC WFOEs (wholly foreign-owned enterprises), which operate food manufacturing facilities in the PRC.
  • Advised a Middle Eastern client on the acquisition of a premium car dealership in Hong Kong.
  • Advised a PE fund on its acquisition of a food delivery service.

Joint ventures

  • Acted as lead counsel role for a major port developer/manager in the establishment of a joint venture with an Asian power company in respect of a major port and industrial zone project in Haiphong, Vietnam.

Corporate transactions

  • Advised the Hong Kong subsidiary of a major European client in relation to two share capital reduction projects.
  • Advised various companies on share buy backs (both out of capital and out of distributable profits).
  • Advised a senior executive in connection with the sale of his shares back to the company in an exit situation.

Ad-hoc projects

  • Advised a premium luxury hotel owner on the establishment of a Hong Kong-outpost of a Michelin-starred restaurant from Japan.
  • Advised on the solvent reorganisation of an award-winning, Michelin-rated restaurant group headquartered in Hong Kong.

I assist clients on the establishment of corporate entities in Hong Kong and the preparation of shareholders agreements and other related legal documents.   Clients also entrust me with the drafting and negotiation of their commercial agreements including sale and distribution agreements, franchise agreements, service agreements, supply contracts, terms and conditions of business (both for online and offline businesses) and data privacy policies.