Venture Capital and Private Equity Financing
Domestic and International Capital Market
Mergers and Acquisitions
Foreign Direct Investment
Capital Reduction, Winding Up and Bankruptcy
Infrastructure Project Financing and Real Estate Projects
Employee Incentive Plans
Legal Risk Management
Litigation and Dispute Resolution
We represent Chinese and foreign venture capital funds, private equity funds, strategic investors and angel investors in their investments in China. We advise entrepreneurs from various industry sectors in China in their seed financing and follow-on financings. Our services primarily include structuring innovative legal structures, drafting legal documents, participating in negotiations, formulating incentive stock option plans and coordinating with government authorities on registrations and approvals.
We represent domestic and international clients in the formation of corporate or partnership venture capital and private equity funds. Our services primarily include designing fund structures, reviewing and assessing compliance and tax matters relating to downstream deployment, analyzing exit strategies, drafting fund formation documents and liaising with government authorities.
We represent issuers and underwriters in public offerings on domestic and international stock exchanges. We advise on corporate restructuring for initial public offerings, follow-on equity offerings, reverse take-over and alternative public financings, including A Share listings, growth enterprise markets listings, international red-chip listings and H Share listings. We prepare legal documents required by regulators such as prospectuses, legal opinions, legal reports and post-IPO disclosure materials. We also verify application documents, conduct legal due diligence and optimize corporate governance systems.
We represent domestic and international clients from various industries in domestic and cross-border equity and asset acquisitions. Acquisition targets include publicly listed and private state-owned enterprises, state-participating enterprises and private companies. Transaction structures include equity and asset acquisitions, leveraged buyouts, tender offers, acquisition by auction and the conglomeration of legal person enterprises with non-legal person enterprises. We have expertise and in-depth understanding of issues concerning market entry, corporate governance, employee transition, tax optimization, capital markets disclosure and compliance, foreign exchange settlement, escrowed payments, antitrust review and intellectual property transfers.
We represent different types of businesses and domestic and international strategic investors in corporate reorganizations and restructurings. Our services primarily include restructuring i) limited liability companies into companies limited by shares, ii) state-owned enterprises or collectively owned enterprises into limited liability companies or companies limited by shares and iii) establishing overseas structures for domestic companies. We also advise on internal integration and reorganization, asset restructuring for listed companies, as well as equity and asset distribution schemes, such as intellectual property rights licensing, disposal of inventory, tax allocation and intercompany management.
We represent foreign clients in establishing their corporate structures in China, including wholly foreign-owned enterprises, equity joint ventures, cooperative joint ventures, investment companies, branch offices and representative offices. In particular, we formulate investment strategies and structures, coordinate with government authorities, and negotiate and draft various legal documents. We also assist our clients in conducting legal due diligence investigations and feasibility analysis, and advise on re-investment and managerial and operational issues such as employment, labor, financial and taxation.
We represent Chinese companies in their overseas equity and asset acquisitions and direct investments. In particular, we work with other professional firms in advising our clients on establishing offshore companies, analyzing the regulatory regime and potential risks in the target's jurisdiction, formulating financing structures (including shareholder loans, offshore guarantees provided by domestic parent companies, guarantees by domestic banks for foreign loans, global credit facilities, and export credits), conducting due diligence investigations, negotiating transaction documents, designing risk prevention strategies and assisting in obtaining domestic government approvals and registrations.
We represent different businesses (including state-owned and non-state-owned enterprises, foreign–invested enterprises, listed and private companies and financial institutions) in transactions involving capital reduction, winding up and bankruptcy. In particular, we analyze legal and technical issues and policies, formulate bankruptcy strategies, apply for restructuring or winding up settlements, protect creditors' rights by applying to attend creditors' meetings, communicate with the liquidation committee, act as the custodian to the debtor's assets, formulate restructuring plans and participate in settlement negotiations.
We have a full-service intellectual property capability, including patents, trademarks, copyrights, proprietary technology, trade secrets, trade dress, breeders' rights and integrated circuit layout design. Our scope of service includes the following:
- Intellectual property portfolio management
- The establishment of internal intellectual property policies and rules
- Provide risk analysis related to intellectual property infringement
- Formulate and implement mechanisms for intellectual property protection and advise on related strategies
- Prepare legal documents and conduct due diligence on intellectual property issues as a part of transactions
- Provide prosecution services including intellectual property applications, opposition, cancellation and related administrative litigation.
- Advise on all types of intellectual property disputes through negotiation, administrative enforcement, arbitration and litigation.
Intellectual Property Strategy
We design and advise on intellectual property protection strategies and issue legal opinions.
Intellectual Property Acquisition
We advise on intellectual property acquisition and assist our clients in applying for and registering various intellectual property rights.
We also advise on oppositions to intellectual property registrations, initiate intellectual property invalidity requests, and review registrations that have been denied.
We represent clients in administrative litigation involving intellectual property acquisition.
Intellectual Property Management
We provide risk assessments on intellectual property protection and issue legal opinions.
We conduct periodic intellectual property searches and monitor the status of various intellectual property rights. We also advise on extensions and registration changes to various intellectual property rights.
Intellectual Property Licensing and Due Diligence
We draft intellectual property licensing agreements and issue related legal opinions.
We draft, review and revise intellectual property related transaction documents, participate in negotiations, and issue related legal opinions on intellectual property compliance and feasibility. We also provide intellectual property due diligence in transactions and issue related reports.
We also advise on capital contributions, pledges and other similar transactions involving intellectual property.
Intellectual Property Protection and Dispute Resolution
(1) Intellectual Property Protection
We file oppositions, apply to repeal or invalidate registrations, apply for third party intellectual property rights, and represent clients in related administrative litigation arising from such matters.
We conduct intellectual property recordation with customs and represent clients in infringement cases initiated by Customs.
We initiate intellectual property civil litigation, participating in trials, appeals, retrials and execution procedures. We also initiate administrative complaints and cooperate with administrative authorities in investigations and interventions.
(2) Dispute Resolution
We represent clients in intellectual property dispute resolution and negotiations in arbitration, mediations, during litigation and in private, settling disputes and planning reconciliation schemes.
We have a full-service capability relating to legal issues involving various financial institutions or quasi-financial institutions. These include securities companies, banks, insurance companies, fund management companies, guarantee companies, distressed asset companies, financial leasing companies, small loan companies and trust companies. Our services primarily include advising on the following:
- The establishment, restructuring, market exit and liquidation of financial institutions
- Design corporate governance systems and draft various business and internal control policies and procedures
- Advise on general banking, M&A loans, consortium loans, and offshore guarantee matters
- Advise on financial derivatives, foreign exchange transactions and domestic operations for foreign banks, PRC-based foreign-invested banks and non-banking financial institutions, and issuing related legal opinions
- Advise on auctions relating to non-performing assets, including designing transaction structures, conducting due diligence of the assets, drafting transaction documents and recommending asset disposal plans.
We represent multinational and domestic companies in antitrust matters. Our services primarily involve merger review, adopting protective measures against damage caused by monopolistic behavior and assisting in completing administrative proceedings in antitrust investigations.
We represent manufacturing and production companies in designing environmental compliance policies, evaluating legal risks relating to pollution, advising on the disposition of various hazardous waste materials, assisting in completing the environmental assessments for investment projects, advising on compliance the environmental requirements in international treaties for specific projects and advising on emissions rights transactions.
We represent traditional and new energy enterprises on projects involving clean development mechanisms (CDM), hydro-electricity, thermal power, wind power, nuclear power, oil and natural gas (including exploration, mining, refining, depositing and piping). We advise on government compliance reviews, draft and revise transaction agreements and participate in negotiations on project financing and operations.
We represent clients who explore and mine natural resources. Our services primarily include assisting with completing administrative procedures such as filings and registrations, obtaining approvals, conducting due diligence and drafting relevant legal documents.
We represent clients in complying with consumer protection requirements for various products. Our services primarily include creating advance product safety warnings, handling product recalls, reviewing and assessing distribution system structures and sales agreements, and conducting compliance reviews for product inspections.
We represent project companies, syndicated lenders, government institutions, investors, subcontractors and other participants in infrastructure construction and turnkey construction projects. Our services primarily include assisting in designing project structures and solutions, conducting due diligence, forming project companies, participating in negotiations on project financing and on project bidding, formulating contracting plans, assisting in obtaining licenses and drafting relevant legal documents.
We represent foreign and domestic developers in industrial, commercial and residential real estate projects. Our services primarily cover investment, development, financing, construction, sales, transfers, leasing, mortgages and property management.
We have a full-service labor and employment capability. Our services primarily include the following:
- Advising on employment, human resources and labor unions
- Drafting employment agreements, service agreements, training agreements, non-competition agreements and confidentiality agreements
- Reviewing and drafting employee handbooks
- Conducting due diligence on employment matters in mergers and acquisitions, reorganizations, restructuring, liquidations and bankruptcies
- Advising on employment termination, transfer and placement of employees and the resolution of labor disputes.
- Advising domestic and foreign clients in formulating employee share incentive plans. Our services in this area primarily include designing employee share incentive structures, reviewing employee incentive plans, preparing relevant authorization and option agreements, assisting in obtaining approvals and registrations required by the Chinese government and handling foreign exchange matters arising from employee incentive plans.
We provide enterprise legal risk management services, including establishing risk assessment and management policies, assessing and managing legal risk in daily operations, assessing and managing intangible property, responding to legal risks and providing legal risk management training. Specific services include the following:
- Design legal risk management policies
- Design risk assessment strategies and draft risk assessment policies
- Conduct legal risk assessments and issue risk assessment reports
- Draft and implement legal risk reform policies
Assess and Manage Intangible Property
- Risks of non-compliance
- Risks in contracts
- Risks in major transactions
- Legal Risks of an employment relationship
- Legal Risks relating to environmental protection
- Risks in disputes
Assessing and Managing Intangible Property
- Risks in intellectual property
- Risks in trade secrets
- Risks in goodwill
Responding to Legal Risks
- Advise on countermeasures
- Create and implement response plans (including litigation/arbitration)
- Supervise the enforcement of countermeasures
We represent domestic and international clients in litigation, arbitration, mediation and settlement discussions. Specific services include the following:
- Representing clients in civil litigation trials, appeals and execution procedures
- File re-appeals in civil litigation
- Represent clients in civil and criminal intellectual property rights enforcement actions
- Represent clients in employment related arbitration and litigation
- Represent clients in the preservation of pre-trial evidence and assets
- Conduct due diligence regarding the execution of judicial rulings
- Apply for the execution of judgments and arbitration awards
- Design dispute resolution strategies and policies
- Represent clients in negotiations, arbitrations, mediation and settlement discussions
- Represent clients in civil and commercial arbitrations
- Represent clients in employment related arbitration and litigation
- Issue legal analysis in connection with PRC and foreign substantive and procedural laws