Sammy Lai

Sammy Lai is a Deals Partner of PwC China. He has over 25 years of valuation, forensic accounting, investment and project finance experience.

Sammy has been instructed as an expert witness and served as a consulting expert in litigation and arbitration proceedings, dealing with valuation, identification and quantum of damages, and accounting disputes in contentious matters. He has delivered oral and written expert testimony in China and international arbitrations and has prepared expert reports for submission to Hong Kong and Cayman Islands courts, international arbitration centers and Beijing arbitration centers under HKIAC, SIAC, UNCITRAL and BAC rules. He assisted legal counsel and clients in giving opinion on value / economic losses in relation to M&A transactions, infringement of IPs and breach of contracts. Sammy is recognised by Who’s Who Legal as an Expert on Financial Advisory and Valuation – Quantum of Damages (2023) and an Arbitration Expert Witness (2024).

Sammy has profound experiences in go-private transactions and Cayman Islands Companies Law Section 238 appraisal right cases in relation to US-listed Chinese companies. Sammy is also experienced in providing fairness opinion and various types of valuation work, advising board of directors of listed companies and private equity sponsor groups on corporate finance matters.

Sammy has performed numerous valuations, financial modeling and due diligences work for corporates and investment funds in relation to businesses, securities, debts, derivatives, IPs and various asset classes for purposes like acquisitions, divestitures, joint ventures, financing, restructuring, initial public offerings (IPO), tax, go-private transactions, litigation support, financial reporting and fairness opinions.

Sammy has advised clients in various industries. In particular, he spent five years working for a U.S. and a European public company in the power industry, specialising in direct investments and project financing. He also lectures on topics including mergers & acquisitions, valuations of IPs, and valuation for financial reporting at various professional events.
 

Selected professional experience

• Fairness and solvency opinion
  • Sammy advised the Special Committee of Independent Directors for a number of U.S.-listed Chinese companies in evaluation of offers by the companies’ management to take the companies private.
  • Sammy advised a U.S. listed company in spinning off a subsidiary in a related-party transaction and issued an opinion from a financial point of view.
  • Sammy was engaged to issue a solvency opinion to the board of directors of a public company in relation to a highly leveraged transaction involving the spin-off of a business segment of a public company. 
• Dispute and Litigation support
  • Sammy served as an expert witness to assess the quantum of loss due to diminution in value of the shares as a result of a company owner failed in honoring a put option agreement with an investor. He testified before the Singapore International Arbitration Center (SIAC). 
  • Due to COVID-19 pandemic, a seller fails to fulfill the earn-out target for an education company that it sold to a public company. Sammy is engaged to assess the level of impact on the financial performance of the subject company due to pandemic and testified before Beijing Arbitration Commission (BAC).
  • Sammy is appointed as an expert witness in an arbitration to address the impacts of various accounting issues, potential frauds and negligence to the determination of earnout payment in an investment made by a PE Fund and testified before the Hong Kong International Arbitration Center (“HKIAC”).
  • A European company acquired a Chinese company and disputed with the sellers on the purchase price. Sammy was engaged as an expert to advice on accounting issues and the impacts on purchase price of the accounting issues, mis-representations and breach of warranties, and to gave evidence before the HKIAC.
  • A US company sold its equity interest in a China joint venture to few Chinese buyers and subsequently has dispute with the buyers on the purchase price. Sammy is appointed as an expert witness to determine the impacts of various accounting issues on the ultimate purchase price and to give evidence before an independent arbitrator in China. 
  • A company engages in design and manufacture of e-cigarette sues another company for infringement of utility and design patents in the US market and engages Sammy as an expert consultant to assess the likely damages as a result of the infringement. 
  • A baby formula manufacturer in China sues a French company for damages due to the quality of the milk briquettes provided by the latter. Sammy and its French colleague are engaged to assess the level of damages due to quality issue, and issued an expert report as evidence the French court. 
  • The shareholders of a private company with VIE structure executed an agreement to sell off the controlling interest of the company to another public company in China. The process lasted for a year, VIE structure demolished but the deal was terminated. Sammy is engaged as an Expert Witness to assess the losses to certain shareholders because of the deal termination due to alleged faults of some shareholders and gave evidence before the HKIAC.
  • A company sued its joint-venture partner for infringement of tradename. Sammy was engaged as an expert to give evidence on the fair market value of the tradename and testified before the HKIAC.
  • Sammy is engaged in a matrimonial case to serve as an expert witness to assess the fair value of a sports media business and to issue an expert report as evidence before the HKIAC.
  • A couple in divorce proceeding has investments in 6 companies registered under individual name and was in litigation on the fair value of the assets. Sammy was engaged to assess the fair value of the equity of those companies owned by the wife. As part of the process, Sammy also cross-examined the valuations performed by the opposing expert on the assets and equity owned by the husband and assisted in the negotiation process.
  • A Chinese company sued its European partner for breach of a cooperation agreement and engaged Sammy to assess the quantum of loss of profits due to the breach.
  • A US incorporated database management and payment solutions and services provider came to Sammy to value several partnership agreements for the purpose of defending a lawsuit.
  • A US-listed Chinese gaming company went private in 2017 and a group of dissented shareholders exercised its Appraisal Right to request for an appraisal of the fair value of the company’s share as at the EGM date. Sammy is engaged as an Expert Witness and to give evidence before the Cayman Islands court. 
  • A US-listed Chinese online retailer went private in 2015 and a group of dissented shareholders exercised its Appraisal Right to request for an appraisal of the fair value of the company’s share as at the EGM date. Sammy and PwC’s overseas team was engaged to perform the analysis and to issue a valuation report for court determination of fair value of the company’s dissented shares. 
  • The management of a US-listed Chinese company in real estate industry privatised the company (Privatisation) by way of a merger. An investor was dis-satisfied with the merger consideration and disputed with the company on the fair value of the company's shares. Sammy was engaged by the company's legal advisor to evaluate the allegations of the counter-party, assist with the discovery process and to assess the fair value of the shares in order to set strategies for the dispute.
  • The management of a US-listed solar company privatised the company (Privatisation) by way of a merger. An investor was dis-satisfied with the merger consideration and disputed with the company on the fair value of the company's shares. Sammy was engaged by the company's legal advisor to evaluate the allegations of the counter-party, assist with the discovery process and to assess the fair value of the shares in order to set strategies for the dispute.
• IP Valuation
  • As a professional certified in the valuation of intellectual properties (IPs), Sammy has extensive experience in evaluating various types of IPs like copyright, patents (such as core technologies protected by patents) and trademarks under different business situations including dispute, litigation, fund raising and joint-venture.
  • A Canadian entertainment company works with a Chinese TV manufacturer to establish a joint venture by injecting a secure HD video transmission technology into the joint venture, with the Chinese party to contribute land and building and working capital. In order to assess the corresponding shareholding of the JV, the two parties hired Sammy to evaluate the fair value of the technology.
• Financial modeling
  • Sammy spent five years in the power industry, responsible for developing sophisticated financial models for evaluating opportunities, soliciting equity investments and bank financing for various projects in Asia.
  • A resort developer in China engaged Sammy to develop a dynamic financial model to assess the feasibility of the investment and to seek financing. The model included an input sheet for key assumptions, full set of financial statements addressing different currencies and GAAPs, solvency analysis (e.g. debt service coverage ratio), sensitivity studies on key assumptions and scenario studies.
  • Sammy was engaged by International Finance Corporation (IFC) to review the models developed by a potential borrower for a portfolio of over 10 water supply and water treatment projects in China, for the purpose of financing.
• Portfolio valuation
  • Sammy has significant experiences in valuation of portfolio investments for venture capital, private equity and hedge funds on different asset classes. He assisted funds in developing valuation policy as well.
• Valuation for fund raising
  • Sammy was engaged to assess the fair market value of a 5-star hotel for bank financing.
  • Sammy was engaged to assess the fair market value of a TD-SCDMA technology for the purpose of bank financing.
     

Education and certifications

• University of Hong Kong, Bachelor of Science, Chemistry
• The Chinese University of Hong Kong (MBA)
• Practicing Member of the Academy of Expert (MAE)
• American Society of Appraisers – Accredited Senior Appraiser (ASA)
• Accredited in Business Valuation (ABV)
• Chartered Financial Analyst (CFA)
• Certified Fraud Examiner (CFE)
• Certified in Financial Forensics (CFF) 
• Certified Public Accountant (CPA)
• Chartered Global Management Accountant (CGMA)
• Certified in Entity and Intangible Valuation (CEIV)
• China M&A Advisor (CMAA)
   

Professional affiliations

• Member of AICPA – Forensic & Valuation Services
• Member of the Hong Kong Society of Financial Analysts
• Member of the Association of Insolvency and Restructuring Advisors (AIRA)
• Member of the American Society of Appraisers (ASA)
• Committee member of the Entrepreneur & Investment Group of the Hong Kong Chamber of Commerce in China