China Practice

We help U.S. companies in China as they:

• Negotiate, manage, and enforce supply contracts, distribution contracts, and licensing agreements with customers and suppliers;
• Establish strategic alliances and joint ventures for manufacturing, distribution, and other purposes;
• Form wholly-owned manufacturing or other business operations;
• Engage in merger and acquisition transactions;
• Dissolve and liquidate China-based subsidiaries;
• Structure debt and equity financings;
• Negotiate land use right purchase transactions and engage in construction-related arrangements;
• Deal with various government agencies in connection with operationally-related legal and business issues;
• Address product import, export, and customs related issues;
• Contend with human resource (expatriate as well as local hiring) matters, including social benefit issues, compliance with China’s Labor Contract Law, and downsizing;
• Formulate and implement intellectual property protection strategies, as well as deal with patent, trade secret, trademark, and copyright (including software) issues;
• Deal with foreign exchange control issues, including repatriation of profits, expense reimbursement, and payments of royalties and other fees;
• Address the transportation, logistics, and other legal aspects of sourcing-related matters; and
• Implement their arbitration and litigation strategies (with the assistance of local Chinese law firms).

In addition, we help Chinese companies with respect to U.S. legal and business considerations as they invest in the U.S. by:

• Helping them implement their “Go Out” strategy;
• Establishing U.S.-related strategic alliances and joint ventures for manufacturing, assembly, distribution, or other purposes;
• Establishing subsidiaries and other business operations in the U.S.;
• Acquiring the shares or assets of U.S. companies;
• Addressing creditors’ rights and bankruptcy-related issues, as well as general commercial law issues; and
• Serving as counsel in litigation and arbitration proceedings in the U.S.

FOCUS AREAS

The following “focus area” descriptions are illustrative of some of the types of matters on which we are regularly engaged to advise:

Intellectual Property

In the area of intellectual property, and particularly patent practice, we are highly experienced in entering U.S. National Phase with China-originated filings, and cost-effectively prosecuting those filings before the United States Patent and Trademark Office (USPTO) with varying levels of input from our Chinese clients and referring Chinese law firms.  We are also experienced in navigating the practice and procedures of the China National Intellectual Property Administration (CNIPA) to successfully obtain patents for U.S.-originated filings in China, taking full advantage of strong relationships with highly competent Chinese patent law firms.  We are experienced in working with Chinese governmental officials and others to maximize the protection and enforcement of our clients’ valuable patents, trademarks, know-how, trade secrets, and other intellectual property rights.  We regularly advise on intellectual property issues arising from franchising and R&D activities carried on in China.  We have practiced before the U.S. International Trade Commission in “Section 337” cases on behalf of U.S. as well as non-U.S. parties.

Supply, Distribution, & Licensing

We counsel U.S. and other foreign companies as they negotiate, manage, and enforce supply contracts, distribution contracts, license agreements, and similar arrangements in China.

Mergers & Acquisitions

From our Shanghai and U.S. offices, we are well prepared to assist and advise U.S. (and other foreign) clients with due diligence review, negotiation, documentation, and obtaining governmental approvals in connection with acquisition and formation of (or joint venturing with) China-based businesses, whether they are divisions or subsidiaries of Chinese state-owned enterprises, Chinese privately-owned enterprises, or foreign-owned enterprises.  Aspects of such transactions include:

• Legal and business due diligence review respecting a target’s existence, ownership, and structure;
• Contract negotiations with the transaction counter-party, in English and Chinese as necessary;
• Preparation of English and Chinese language documentation;
• Obtaining necessary licenses, permits, and approvals from supervising governmental authorities and other third parties;
• Ensuring compliance with applicable labor, employment, land use rights, environmental, customs, and other laws and regulations;
• Intellectual property protection, including strategy and enforcement;
• Coordination with other professionals in due diligence reviews of a target’s management team; employee, customer, supplier, and governmental relations; operational matters; accounting, financial, and tax matters; and market and competition matters;
• English language summaries of due diligence reviews; and
• Assistance in obtaining governmental approvals.

Insolvency & Creditors’ Rights

As both China-based and U.S.-based companies become deeply imbedded in each other’s supply chains, we are frequently called upon by our clients as creditors seeking to better understand and enforce their rights.  Indeed, Chinese companies increasingly find themselves included among the largest creditors of their U.S.–based customers and suppliers.  Our Insolvency & Creditors’ Rights Practice Group can provide counsel that will increase their chances of recovery.

SPAC Formation

Our China Practice’s experience in U.S. securities law and U.S. and China-based M&A matters places us in an ideal position to add value to clients in SPAC formation as well as the acquisition stages of China-related SPAC activities.  Our attorneys can direct the legal aspects of the structuring, entity formation, disclosure preparation, SEC registration, and U.S. listing application process.