Foreign Direct Investment | Mergers & Acquisitions |Portfolio Investments

Services

We serve as primary, lead, and/or coordinating counsel on cross-border corporate and foreign direct investment transactions, including:

• Joint Ventures
• Mergers & Acquisitions
• Wholly Foreign Owned Investments
• Minority Portfolio (PE, VC) and Strategic Investments 

Representative Experience

• Represented Chinese buyer in proposed acquisition of U.S. outdoor digital display manufacturer

• Represented founding principles in restructuring of consulting firm involving U.S. and Swiss entities

• Represented foreign-managed on-shore PRC PE fund in portfolio investments in growth-stage private Chinese companies

• Led buy-side team in acquisition of Chinese engine  components manufacturer by US public company. 

• Led China legal regulatory due diligence team in acquisition of Meadville printed circuit board business (total transaction value of approximately US$900 million) by TTM Technologies (NASDAQ: TTMI) 

• Advised PRC polycrystalline silicon manufacturer in proposed sale of control to US P.E. investors (estimated transaction value approximately US$130 million). 

• Represented major electronics manufacturer in connection with proposed US$200 million strategic investment in PRC technology company 

• Led outside legal team in acquisition of Communication Expert Ltd. and multiple PRC operating companies by ADC Telecommunications 

• Represented Chinese specialty manufacturer in connection with sale of controlling stake to U.S. private equity fund 

• Represented U.S. VC fund in investment in PRC on-line commodities trading platform 

• Handled various aspects of structuring, negotiation and execution of acquisition of Taiwanese- owned fan manufacturer, including assistance with substantial pre-acquisition restructuring 

• Advised U.S. fortune 50 company on various aspects of acquisition of PRC technology company 

• Represented U.S. VC fund in investment in PRC Internet business involving user-generated content 

• Represented U.S. specialty electronic motor factory in proposed acquisition of PRC manufacturer and its R&D operation 

• Advised U.S. company on structuring and related tax issues in acquisition of PRC specialty manufacturer 

• Represented sellers in reorganization of privately held PRC networking equipment manufacturer in restructuring as a foreign-owned enterprise and merger into a subsidiary of a listed Hong Kong "red-chip" company 

• Represented leading U.S. building materials manufacturer in purchase of 40% JV interest from leading U.S. venture capital fund and termination of offshore equity holders’ agreements 

• Represented Singapore listed company in acquisition of microprocessor stencil factory in Suzhou 

• Handled in-depth PRC due diligence and advised on restructuring in proposed acquisition of 3 foreign-invested electronic components manufacturers by a U.S. industry leader 

• Represented sellers in proposed sale of PRC advertising company to major international advertising agency 

• Represented leading U.S. toy company in settlement negotiations and subsequent divestiture from PRC injection molding operation 

• Represented U.S. public company in due diligence on PRC pharmaceuticals manufacturer (acquisition by means of foreign controlled JV formation) 

Services

Strategic legal advice, agreement negotiation and drafting involving IP - intensive transactions, such as:

Non-Disclosure/Non-Use Agreements

• Manufacturing Agreements
• Trademark & Copyright Licenses
• Franchising and Area Licensing Agreements
• Technology Transfer
• Joint Development Agreements

Advising and Managing on IP Protection and Enforcement 

IP Strategies

•   IP Strategies 
• Anti-Counterfeiting 
• Market-Entry  IP Risk Management

Representative Experience 

• Various PRC exclusive distribution agreements for US multinational corporations

• Advised on transfer of television series portfolio from China to offshore SPV in connection with proposed Chinese streaming service 

• Outsourcing agreements 

• Long term supply agreements 

• Manufacturing agreements 

• Technology and trademark license agreements 

• Master and area franchise agreements 

• Management of anti-counterfeiting work for U.S. trademark owners 

Services

Legal and strategic advice, designing, implementing and evaluating compliance programs, and/or internal investigations encompassing:

• U.S. Foreign  Corrupt Practices Act
• Anti-Trust
• PRC Customs
• PRC Foreign Exchange Controls

Representative Experience

• FCPA compliance advising, oversight and issue resolution 

• Antitrust compliance for commodity chemical sales and distribution 

• Competitor joint venture board oversight 

• Customs audits and compliance (in-bond manufacturing, duty-exempt equipment import and re- export; used equipment import permitting) 

• Anti-money laundering “KYC” diligence and resolution of false positives 

• Internal investigations targeting employee conflicts of interest, embezzlement and other code of conduct violations. 

• PRC foreign exchange controls compliance and remediation