Commercial Laws
Practice
Our Shanghai office
mainly practice various Chinese commercial laws to deal with our clients’
various legal business on their direct investments, merger and acquisition
activities in Shanghai and its neighboring cities such as in Nanjing, Suzhou,
Wuxi and Changzhou in Jiangsu Province and in Hangzhou, Ningbo and Wenzhou in
Zhejiang Province and other provinces throughout China. We have already
represented and counseled many multi-national companies for structuring their
direct investment, mergers and acquisitions, resolving their commercial
disputes in China as well as other legal issues relating to labor and
employment, governance, restructuring and reorganization of their invested
enterprises in China.
Our associates in our Shanghai office have practised various Chinese commercial laws in some top tier Chinese
local law firms or well-established international law firms for their China law practice for many years before joining in our firm. We have accumulated
substantial experience in these practices and we are skillful in counseling our
clients on each aspect of Chinese commercial laws, in particular including but
not limited to:
Foreign
Direct Investment
· Overall design of
foreign investment structure and advice on issues concerning business vehicles,
market entry strategies in light of WTO liberalizations, forms and structure of
investment, approval of authorities, environmental protection and preferential
policies.
· Provision of detailed
information about specific industries for foreign investment and their
regulatory environment and development in China.
· Establishment of equity
joint ventures and cooperative joint ventures or wholly foreign owned
enterprises/wholly foreign owned commercial enterprise in China and complete
various examination, approval and registration procedures.
· Handling tax
registration, exemption and declaration for foreign invested enterprises and
individuals.
· Establishment of wholly
owned subsidiaries, branches and representative offices in China.
· Establishment of
regional headquarters of multi-national companies in China.
· Establishment of
foreign investment (holding) companies in China.
· Application for various
governmental permissions, licenses, approvals and on-going legally
administrative filing and compliance requirements for clients’ investment in
China.
· Negotiating, drafting
and reviewing various agreements in English and Chinese required for the
establishments of business operation in China, such as Articles of Association,
Joint Venture Contract, Shareholder’s Agreement as well as the Amendment
thereof, Feasibility Study Report, Premises Lease Agreement, Land Use Rights
Granting Agreement, Trademark/Technology/Name License Agreement, etc.
· Post establishment
business such as capital increase, minutes of BoD resolutions and appointment
or change of directors and legal representatives of our clients invested
enterprises in China.
· Advising other legal
issues related to our foreign clients’ invested enterprises in China, such as
land use rights, taxation, technology transfer, equity purchase and transfer,
customs declaration, employment, etc.
· Counseling our foreign
clients on the operation, compliance, product liability, human resource
management, restructuring and reorganization, dissolutions and liquidation of
their invested enterprises in China.
· Conducting legal due
diligence on the Chinese target companies which our foreign clients intend to
establish joint ventures with them or merge and acquire them.
· Advising on
establishment of overseas subsidiaries and branches by Chinese companies.
Merger
& Acquisition
· Target identification,
industry regulation, negotiation of the transaction terms for merging and
acquiring Chinese target companies.
· Acquisition of shares
and assets of domestic Chinese enterprises.
· Conducting legal due
diligence on the Chinese target companies and preparation for the due diligence
report identifying all legal risks and import legal and business matters of the
Chinese target companies to draw our foreign clients’ attentions.
· Designing optimal
transaction structures for the proposed merger and acquisition.
· Finance and tax
arrangement in merger and acquisition.
· Rendering legal
opinions on various legal issues and eliminating respective legal obstacles in
merger and acquisition.
· Counseling on legal
compliance in merger and acquisition.
· Negotiating, drafting
and reviewing various agreements in English and Chinese required for the
transactions, such as Merger Agreement, Share Transfer Agreement, Equity and
Assets Agreement, Assets and Liability Transfer Agreement, Spin-off and
Split-up Agreements and other related agreements, etc.
· Assisting our foreign
clients in handling governmental filings to get the certificate of approval,
and registration for a new business license so as to complete the proposed
mergers and acquisitions.
· Counseling and
assisting foreign investors and domestic companies in dealing with anti-trust
filing in case the proposed mergers and acquisitions trigger the anti-trust
review standards.
· Advising Chinese
enterprises on merging and acquiring overseas assets or equity of foreign
companies.
International
Trade
· Counseling on the PRC
Foreign Trade Law, Chinese governmental trade policy, relevant Chinese laws and
regulations on trade.
· Acquisition of shares
and assets of domestic Chinese enterprises.
· Assisting foreign
invested enterprises in handling governmental formalities for foreign trade
operator registration and record.
· Counseling foreign
invested enterprises on various customs procedures such as tariff
classification, rule of origin and customs evaluation.
· Advising on import and
export control for goods, services and technologies, free trade zone and
regulation compliance.
· Advising on WTO
treaties, application of United Nations Convention on Contracts of
International Sales of Goods, other international trade terms and rules.
·Counseling
and assisting foreign enterprises in dealing with anti-dumping investigations
carried out by various Chinese governments against foreign enterprise’s
products imported to China.
· Advising foreign
enterprises on dealing with safeguard mechanism investigation by Chinese
governmental authorities against their products sold to China.
· Counseling and
assisting foreign enterprises in releasing various countervailing duties
imposed on their products by Chinese governmental authorities.
· Advising foreign
enterprises on reacting to Chinese governmental review procedures on
anti-dumping and countervailing duties.
·Counseling
and assisting foreign enterprises in administrative appeal or judicial action
against Chinese government’s decision on anti-dumping, countervailing duty or
safeguard mechanism determination.
Labor
and Employment
· Counseling on the PRC
Labor law, PRC Labor Contract Law and PRC Labor Union Law.
· Advising on strategies
for enterprise’s labor relationship and human resources.
· Drafting, reviewing,
revising and polishing various documents related to employment, including but
not limited to individual labor contract, collective bargaining contract,
temporary labor contract, service agreement, confidentiality agreement, non-competition
agreement, training agreement, technology development contract, etc.
· Counseling, drafting,
reviewing, revising and polishing various enterprise internal regulations and
bylaws, including but not limited to regulations on recruitment and admission,
payment of salary and welfare, resignation and training, performance
evaluation, attendance and holidays, rewards and punishment, share option plan,
supplement insurance plan, etc.
· Counseling and
assisting expatriate employees of foreign invested enterprises in applying for
employment or work permits for in China.
· Advising foreign
enterprises on the establishment, function, working procedures and other
matters relating to trade unions inside enterprises.
· Participating in
negotiations with trade unions on behalf of enterprise for various labor
issues.
· Arranging personnel
allocation and compensations in mergers and acquisitions.
· Arranging (business
process re-engineering) staff downsizing plan and scheme.
· Arranging bankruptcy
personnel allocation scheme and personnel compensations.
·Counseling
and advising foreign invested enterprise on resolving various settlements
relating to labor disputes, social securities and other personnel disputes
through mediation, arbitration and litigation.
Disputes
Resolution
· Analysis, strategic
research and professional assessment for various complex commercial disputes
involving China.
· Strategic counseling,
negotiating and resolving various disputes arising from intellectual property
rights infringement involving trademarks, patents, copyrights, technology and
know-how and trade secret in administrative and judicial procedures.
· Strategic counseling,
negotiating and resolving various disputes arising from direct investment,
Sino-foreign joint ventures, mergers and acquisitions, international trade,
labor and employment, technology and know-how, and other commercial contracts
involving China, such as labor contracts, confidentiality and non-competition
agreements, service contracts, etc.
· Negotiating, drafting
and reviewing settlement agreements for resolving various commercial disputes
through mediation, arbitration and litigation in China.
· Counseling and
assisting foreign enterprises in applying with the people’s court for property
and evidence preservation or injunction in litigation.
· Counseling on going
through required notarization and consularization for various documents and
evidences formed overseas.
· Advising and
professional analysis on tort liability actions involving product liability,
defamation, intellectual property and privacy infringement.
· Advising on
administration reconsideration, appeals and judicial review for various
administrative decisions.
· Counseling and
assisting foreign entities and individuals in applying with Chinese people’
court for recognizing and enforcing various effective court orders, judgments
and arbitration awards made by foreign courts and arbitration tribunals in
China.
· Counseling and
assisting Chinese entities and individuals in applying with foreign court for
recognizing and enforcing various effective court orders, judgments and
arbitration awards made by Chinese people’s courts and arbitration tribunals in
foreign countries.
Corporate
Compliance, Governance and Restructuring
· Counseling on various
regulatory compliance matters relating to foreign invested enterprises,
particularly, on their labor and employment, internal rules and regulations,
corporate structure, as well as board meeting, etc.
· Counseling and
assisting in application for various tax incentives and other favorable
treatment available for joint ventures and wholly foreign owned enterprise.
· Advising and assisting
foreign invested enterprises in establishing and improving their corporate
governance structure and system.
· Advising and drafting
various rules for Board of Directors or Shareholders’ Meeting and preparing for
minutes and resolutions of Board of Directors or Shareholders’ Meeting.
· Advising and assisting
foreign invested enterprises in change of directors, legal representatives and
other senior managements and equity transfer or exchange and drafting
respective legal documents for going through governmental approval and
registration.
· Counseling and
assisting in corporate restructuring, such as transforming a pure domestic
enterprises into joint ventures or wholly foreign owned enterprises, joint
ventures into wholly foreign owned enterprises, and vice versa.
· Advising and assisting
in executing assets and business restructuring plans as well as employees
settlement plan to the authorities for approval.
· Negotiating, reviewing,
drafting and executing various restructuring agreements and other related legal
documents.
· Advising on formation
and management of strategic alliance among companies of same or similar kinds.