China

CHINESE UPDATE – People’s Bank of China Announced Financial Support Polices on Shanghai Pilot Free Trade Zone

Highlights: On December 2, 2013, the People’s Bank of China (“PBOC”) released its Opinions on the Financial Support of the Development of the China (Shanghai) Pilot Free Trade Zone (the “FTZ”) (the “Opinions”).  The Opinions committed to the promotion of reforms and pilots in the FTZ in the sectors of cross-border RMB usage, RMB capital … Continued

Editors’ Note: Contributed by Adam Li (Li, Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies. He has broad experience with VIEs and other structures for foreign investment in China. Authored by Natasha Xie (Xie, Qing), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Ms. Xie is a partner at Jun He, specialized in banking and finance, foreign direct investment and M&A.

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CHINESE UPDATE – Shanghai Free Trade Zone – Still Much to Expect

Highlights:  The highly anticipated China (Shanghai) Pilot Free Trade Zone (the “Zone”) was officially launched on September 27, 2013, followed by a flurry of implementing rules and measures.  The central government of China expects the Zone to be the country’s testing ground for groundbreaking economic reforms to be extended nationwide in the future.  The most … Continued

Editors’ Note: Contributed by Adam Li (Li, Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable. Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies. He has broad experience with VIEs and other structures for foreign investment in China. Authored by Daniel He (He, Kan), a partner of Jun He Law Offices, and Cui, Yu, an associate of Jun He Law Offices. Mr. He is a partner at Jun He, specialized in mergers and acquisitions, foreign direct investment, general corporate law, and regulatory compliance.

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CHINESE UPDATE – Shanghai Pilot Free Trade Zone Open to Certain Media and Entertainment Sectors

Executive Summary: Main Article: The opening ceremony of China (Shanghai) Pilot Free Trade Zone (“Shanghai FTZ”), held on September, 29, 2013, marks the formal operation of Shanghai FTZ.  Liberalization in certain media and entertainment sectors is one of the highlights of the various reforms of Shanghai FTZ.  According to media reports, many listed companies operating … Continued

Editors’ Note:  Contributed by Adam Li (Li Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable.  Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies.  He has broad experience with VIEs and other structures for foreign investment in China.  Authored by Linghu Ming, Counsel at Jun He Law Offices, with assistance of associates Sun Xuan and Zhang Ran.

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CHINA UPDATE – Workers at Cooper Chengshan Oppose Acquisition by Apollo Tyres: Importance of proactively addressing employees’ concerns

Highlights: Following the PepsiCo-Tianyi transaction, where the acquisition aroused mass protests from workers of PepsiCo bottling factories and ended up with significant unexpected expenses paid to the employees, the Cooper-Apollo transaction is now facing similar challenges.  It highlights the importance of addressing employees’ concerns proactively at the early stage, to ensure smooth consummation of an … Continued

Editors’ Note:  Contributed by Adam Li (Li Qi), a partner at Jun He and a member of XBMA’s Legal Roundtable.  Mr. Li is a leading expert in international M&A, capital market and international financial transactions involving Chinese companies.  He has broad experience with VIEs and other structures for foreign investment in China.  Authored by Daniel He (He Kan) a partner of Jun He Law Offices, with assistance of associates Cui Yu and Justin Xu.  Mr. He is a partner at Jun He, specialized in mergers and acquisitions, foreign direct investment, general corporate law, and regulatory compliance.

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CHINA UPDATE – Chinese Court Refuses to Enforce an Arbitral Award Rendered by Post-Separation CIETAC Branch – Suggestions for Drafting Arbitration Agreements

Highlights: The recent separation of the two former branches from the well-known Chinese arbitration institution-CIETAC and the branches’ establishment as independent arbitration institutions have brought confusion to the domestic and international arbitration community and businesses with regard to some arbitration agreements providing for arbitration at a CIETAC branch. The recent judgments of two Chinese courts … Continued

Editors’ Note: Contributed by Fang He, a partner at Jun He and a member of XBMA’s Legal Roundtable.  Ms. He has broad experience in M&A, outbound investment, foreign direct investment, private equity and intellectual property.  This article was authored by Christine Kang, Stanley Wan and Mark Chu of Jun He Law Offices. Ms. Kang is a partner of Jun He Law Offices. She has over 15 years’ experience in international arbitration and dispute resolution. Ms. Kang is also a listed arbitrator on the Panel of Arbitrators of some major international arbitration institutions including CIETAC.  Mr. Wan and Mr. Chu are senior lawyers of Jun He Law Offices.

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Chinese Update: How U.S. – Listed Chinese Companies Should Respond to Accounting Fraud Allegations

Since the end of 2010, a number of China-based companies that have engaged in reverse mergers were accused of committing accounting fraud, resulting in a suspension in trading or even delisting. They have also been under investigation by U.S. authorities for violating securities laws or found themselves targeted by class action lawsuits represented by U.S. … Continued

Editors’ Note:  Susan Ning, a member of XBMA’s Legal Roundtable, contributed this paper.  Ms. Ning heads King & Wood Mallesons’ International Trade and Antitrust and Competition Group and is widely recognized as one of the leading experts in the field, with many years of experience working with MOFCOM to secure merger clearance.  This article was authored by King & Wood Mallesons partners Harry Liu and Meg Utterback, and associate Yu Simin, the firm’s Dispute Resolution Group, Shanghai Office.

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Chinese Update – Cross Border Transactions – How Many Hardships does China Need to Overcome?

Executive Summary:  This article discusses some of the disadvantages unique to Chinese companies and how such constraints have impeded the momentum of China’s quest for a deserving piece of the international M&A market. Main Article People frequently observe the cultural barriers which the Chinese companies find difficult to overcome in relation to China’s nascent outbound … Continued

Editors’ Note:  Susan Ning, a member of XBMA’s Legal Roundtable, contributed this paper.  Ms. Ning heads King & Wood Mallesons’ International Trade and Antitrust and Competition Group and is widely recognized as one of the leading experts in the field, with many years of experience working with MOFCOM to secure merger clearance.  The author, Mr. Rupert Li of King & Wood Mallesons, practices in cross-border M&A, strategic corporate investments, and securities transactions. Mr. Li has been nominated as one of Asia’s leading lawyers for 2008 and 2009 by ALB, and is one of their 2009 Leading 25 Asia M&A Lawyers.

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CHINESE UPDATE – The Chinese Economy and Key Reforms

Executive Summary:  Despite the gloomy predictions of foreign economists, the Chinese economy is not near collapse, but actually about to turn around.  The presentation explores the current state of the economy, looking at metrics suggesting the Chinese economic down turn is worse than signaled by its GDP numbers, explains economic growth cycles and suggests key … Continued

Editors’ Note:  Cai Hongbin, Professor in Economics and Dean of Peking University’s Guanghua School of Management (Ph.D Stanford, 1997), and a member of the XBMA Advisory Board, gave the following presentation at XBMA’s first Legal Roundtable Symposium at New York University on May 7, 2013.  Dean Cai is one of China’s leading economists and the founding president of The Chinese Finance Association (TCFA, overseas).  He serves on the boards of China Unicom and on the board of Sinopec Group as an outside director.

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EU UPDATE – European Commission Signs Memorandum of Understanding with China on Antitrust

Highlights: The European Commission has signed a Memorandum of Understanding with the Chinese National Development and Reform Commission and the Chinese State Administration of Industry and Commerce. These anti-trust authorities seek to increase cooperation and information exchange by facilitating greater technical cooperation regarding cartels, restrictive agreements and abuses of market dominance. In recent years, the … Continued

Editors’ Note:  Contributed by Nigel Boardman, a partner at Slaughter and May and a founding director of XBMA.  Mr. Boardman is one of the leading M&A lawyers in the UK with broad experience in a wide range of cross-border transactions.  This article was authored by Slaughter and May associates Anna Battersby and Ingrid Lauwers.

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GLOBAL UPDATE – Why Chinese Firms’ Cross-Border Deals Fall Apart

Highlights: Chinese firms too often announce deals and are then unable to follow through.  According to a study (forthcoming) by Olga Hawn of Duke University, cross border deals involving Chinese companies are almost twice as likely to break down (15% of the time) as deals involving companies from other BRICS countries (8%) and three times … Continued

Editors’ Note: This article was contributed by Laurence Capron and Will Mitchell, coauthors of the book Build, Borrow, or Buy. Ms. Capron is the Paul Desmarais Chaired Professor of Strategy & Director of the M&As and Corporate Strategy Program at INSEAD. Mr. Mitchell holds the Anthony S. Fell Chair in New Technologies and Commercialization at the University of Toronto.

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