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Merger and Acquisition

We are well experienced in a large variety of transactions in M&A practice, representing in buyers, sellers, targets, financial advisors, financing sources and other interested parties in both domestic and cross-border transactions, including the full range of mergers, acquisitions, dispositions and joint ventures. We provide assistance with due diligence, legal opinion, integration structuring, legal and tax strategies, negotiation, preparing of legal documents, contractual arrangements, regulatory approvals and efficient and reliable deal execution. Our clients will gain comprehensive legal counseling across all aspects of domestic and international M&A transactions.

  • Listed or private equity acquisition
  • Asset purchases
  • Cross-border transactions
  • Private-equity investments
  • Management buy-out (MBO)
  • Strategic investments and joint ventures
  • Restructurings and recapitalizations
  • Leveraged buyouts
  • Tender offers
  • Capital increase
  • Privatizations
  • Reorganization and restructuring
  • Spin-offs and Dispositions
  • Equity exit
 
Private Equity

Our clients include private equity funds, venture capitalists, strategic corporate investors, as well as those unlisted private business entities or start-up teams.

  • target identification and selection
  • legal due diligence 
  • structuring
  • documentation and negotiation
  • advising on post-financing operational issues
  • implementing exit strategies
  • crisis management
  • seed financing
  • start-up financing
  • subsequent equity financing at several rounds
  • bridge loan arrangements
 
Telecoms & E-commerce

As a result of our recognized expertise in this area, several Chinese government departments – notably, Shanghai Politics and Law Committee, Shanghai Economic information Committee, Shanghai Public Security Bureau, Shanghai Expo Bureau and Shanghai Radio Management, have sought our advice on drafting e-cmmences & telecoms legislation and our assistance with the official English translations of new regulations.

We offer services on a variety of business sectors, including portals, CP/SP, ISP, IDC, CDN, search engines, e-commerce, wireless, mobile TV, mobile games, and MVNO. In the field of internet, the services provided by us include but not limited to:

  • Investment transactions
  • Strategic cooperation
  • Financing project
  • M&A transactions
  • Joint venture projects
  • Market entry, partnership and other commercial plans
  • Fomulation of the industry standards
 
Media &Entertainment

Our clients in this area include digital media corporation, intermedia institution attached to government department and related global corporation. The sectors on which we advise range from television and film production and the Internet to lifestyle magazines, sports marketing, and online publications.

  • Business structuring
  • Negotiation and documentation of co-production projects(film and television)
  • Joint ventures (including partnership selection and formation)
  • Sponsorships
  • Licensing and distribution arrangements
  • M&A transactions
  • Television broadcast landing rights
  • Intellectual property protection
  • Other related employment law issues
 
Education

We advise on issues including market entry and structuring (including partner selection, legal due diligence, negotiations, documentation, and regulatory applications), leasing or purchasing premises and facilities, and some related law issues.

  • Educational investment and related risk-control mechanism
  • Reform of personnel and salary system
  • Commercialization of school’s affiliates
  • Counsel for administration of educational institution
  • Counsel for important decision made by school’s management
  • Counsel for student’s injury accident
 
Evironmental Protection and Energy

In this area, Our clients include investors in the mining, resources and energy industries, including investors, financial lenders, and investment banks, and governments.Our team can provide clients with comprehensive and professional legal solution to environmental protection and new energy, including:

  • Mining, exploration, smelting issues
  • Establishment of Chinese-foreign mining joint ventures and cooperatives
  • M&A , and cooperation of Mining projects
  • Mining project financing
  • Mining dispute resolution
  • Other rights concerning mineral resources
  • CDM and carbon emission
  • waterworks projects concerning water supply, seawater desalination, waste incineration
  • Investment or financing of renewable energy and clean energy
  • Rubbish and sewage disposal
  • Responsible investigation and compliance of environment
  • Project structure design and legal due diligence
  • Tort lawsuit of environmental pollution
 
Antitrust and Competition
  • Counseling on compliance of industry
  • investigation of antitrust or competition
  • the M &A antitrust review
  • Advice on competitive strategy
  • Dispute settlement
  • Specific leagal service on personal claim and class action
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    International Trade and Anti-dumping

    Our professional lawyers has accumulated extensive experience in key business areas including WTO dispute settlement proceedings, antidumping and safeguard, international trade agreement negotiation, customs measures, import or export control and business consultation, etc.

    • International trade contracting
    • Banking and financing of import or export trade
    • Dispute concerning Letter of Credit (L/C), Bill of Lading (B/L), shipping or insurance
    • Antidumping investigations and reviews
    • Countervailing duty investigations and reviews
    • Safeguard investigations
    • Customs measures and import/export control
    • WTO dispute settlement proceedings
    • Trade negotiations between governments
     
    Real Estate

    Our legal services run through the whole process of real estate development project, ranging from land use right grant, planning and permitting, constructing and developing, to financing and litigation. Besides, we also offer services including financing, investment, assurance and related fields.

    • Land-use right grants and transfer
    • Developments financings and investments
    • Real Estate Equity Investments and Joint Ventures
    • Acquisitions and disposals
    • Sale and leaseback
    • Auctions and tenders and sealed bids
    • Real estate litigation
    • Tax mitigation
    • Cross-border transactions
    • Public and private funds investment in real estate
    • Real Estate Investment Trusts (REITs)
    • Residential and commercial development including office buildings, shopping centers and hotels
    • Construction and developments
    • Mortgages
    • Mortgage-backed securitizations(MBS)
    • Property leasing
    • Property management
     
    Banking and Finance

    Our team offers services for banking and other financial services clients in China on a wide range of domestic and international banking and fianance transactions, such as secured and unsecured credit facilities, syndicated and bilateral, and single and multicurrency-denominated facilities, export credit financing, receivables financing and debt destructing.

    • Compliance and regulatory advice
    • Commercial loans, bilateral or syndicated
    • Trust capital finance
    • import and export credit financing
    • Financial restructuring and creditors' rights
    • International commercial credit
    • Project financing
    • Real estate financing
    • Leveraged buyouts
    • International and domestic operational lease and financial lease
    • Non-performing loans (NPL)
    • Bankruptcy/debt restructurings
    • Asset management
    • Assets securitization and structured finance
    • Future transactions for value preserve and other hedge transactions
    • Derivatives and financial products
     
    Capital Market and Securities

    We can participate in a variety of domestic and international securities transactions on behalf of the corporations and underwriters, offering service including handling equity securities, debt bonds, medium term notes, commercial paper programs, high-yield bonds, convertibles and other hybrid securities, project bonds and asset-backed securities, warrant programs, derivatives, and structured products.

    • Initial public offering (IPO)
    • Additional public offering
    • Issuance and listing of shares and bonds
    • Private placement
    • Securities Investment Fund
    • Corporate restructuring and reorganization
    • Equity swap and asset swap
    • Information Disclosure
    • Ongoing legal advice to listed company
    • Restructuring and privatization of listed Companies
    • Mergers and acquisitions of listed companies
    • Asset-backed securities (ABS)
     
    Asset-backed securities (ABS)

    With the pioneering work in the creation of mortgage-backed securities(MBS) and asset-backed securities(ABS) in China, we possess market-leading expertise in a broad array of asset types and financing techniques and have participated in various securitization transactions in China.

    • Credit assets securitization
    • Corporate assets securitization
    • Residential mortgage loans securitization
    • Disposal and securitization of non-performing assets
    • Future cashflow securitization
    • Established receivables securitization
    • Trust fund of real estate
    • asset-based commercial paper (ABCP)
    • Synthetic Securitization
    • Credit Default Swap (CDS) and other derivatives
    • structured financing
    • Trust
     
    Foreign Direct Investment (FDI)

    Our team can represent corporations on major deals and transactions, yet we also advise entrepreneurs and start-up companies on commercializing new technology and other initiatives.

    • Initial investment planning and due diligence
    • Establishment of joint ventures, wholly- -foreign-owned enterprises or other forms of corporate existence for foreign investment
    • Mergers and acquisitions by and between enterprises with foreign investments, companies listed in China and overseas, and domestic companies
    • Ongoing legal and compliance advice to foreign invested enterprises
    • Customs formalities
    • Labor and human resources
    • Tax planning
    • Exit strategies
    • Management buy-outs
    • Liquidation of foreign invested enterprises
    • Strategic investments and venture capital transactions
    • Registrations and filings with government authorities
    • Design of corporate governance 
    • Financial planning and structuring 
    • Spin-offs, recapitalizations and other restructuring transactions
     
    Intellectual Property (IP)

    We assist our clients in risk analysis related to intellectual property infringement, formulation and implementation of intellectual property protection, and anti-infringement protection strategies. We advise on commercial transactions involving patent, trademark, copyright, and trade secrets issues, prepare corresponding legal documents, and assist in and advise on various types of disputes related to intellectual property.

    • Preparing and filing application for patents, trademarks and copyrights 
    • Providing legal opinions on patents, trademarks, copyrights, trade secret and other intellectual property issues
    • Helping avoid infringement
    • Drafting and negotiating patent, trademark and copyright license or franchise agreements
    • Negotiating and documenting computer software agreements
    • Creating corporate research and development agreements
    • Preparing employment agreements for employees with access to sensitive or competitive information
    • Prosecuting and challenging the competitor's patent, trade mark or other intellectual property
    • Protecting intellectual property related to E-commerce, internet and domain name protection
    • Protecting packaging, labeling, regulatory requirements, franchising, trade secret.
     
    Corporate

    Our lawyers are capable of providing a broad range of corporate and business services to listed corporations, state-owned enterprises or private businesses, domestic or transnational corporations. We serve as general counsel for corporations and represent them in all aspects of their general commercial transactions and corporate governance.

    • Joint ventures
    • Corporate ongoing counseling
    • Regulatory compliance
    • Employment
    • Securities finance and capital markets
    • Commercial lending and institutional finance
    • Private equity
    • Project development and finance
    • Mergers and acquisitions
    • Bankruptcy, restructurings and workouts
    • Dispositions and dissolution
    • Start-up business 
    • Corporate governance 
    • Asset securitization and structured finance
    • Intellectual property and technology 
    • Non-performing loans
    • Corporate restructuring
     
    Bankruptcy, Liquidation & Restructuring

    We act for a wide range of Chinese and international clients, including debtors, financial institutions, secured and unsecured creditors, insurance companies, bondholders, lessors, investors, and boards of directors', creditors' and equity holders' committees in matters involving complex corporate restructuring, workouts and insolvency planning, negotiation and litigation.

    • Bankruptcy petition
    • Legal due diligence on reorganization programs
    • Drafting and reviewing all legal documents 
    • Litigation and arbitration
     
    Dispute Resolution

    Our team spans areas of litigation and arbitration mainly include disputes arising in joint ventures, construction, corporate governance, securities, corporate dissolution, international trading, banking, financial derivative transactions and shipping. 

     
    Labor and Employment

    we help our clients to understand their legal obligations and to protect their interests. We ensure that our clients’ labor strategies conform to their overall strategic goals by ensuring both current and future regulatory compliance and strong, culturally aware internal labor management policies.

    • employment and labour law advice and consultation
    • Recruitment
    • remuneration and compensation, pension
    • labor arbitration and litigation
    • protection of intellectual property, confidential agreements
    • employee equity incentive planning