Contents:
Business Sectors:
Foreign direct investment
Cross-border merger & acquisition, investment and financing
Day-to-day operation and compliance of foreign invested enterprises
Cross-border integrated industry investment
“The Belt and Road” related services
Whole-process legal services for foreign investment, merger & acquisition, liquidation and relocation (Japan and Korea)
Foreign-related dispute resolution
Foreign-related copyright protection and foreign-related patent protection
Solution of difficulties and right protection in foreign-related trademark portfolio planning
Introduction:
The International Affairs Department of Shanghai Yingdong Law Firm is dedicated to providing legal services for clients in cross-border business and has a first-class international team of lawyers with abundant experience. The leading lawyers of the Department have working experience in different institutions in China and abroad, such as legislative, judicial and administrative authorities, multinational corporations, large state-owned enterprises, finance and securities institutions. Moreover, a group of experts acquainted with international and/or country-specific affairs have been retained as commercial advisors.
Details:
Department Introduction:
The International Affairs Department of Shanghai Yingdong Law Firm is dedicated to providing legal services for clients in cross-border business and has a first-class international team of lawyers with abundant experience. The leading lawyers of the Department have working experience in different institutions in China and abroad, such as legislative, judicial and administrative authorities, multinational corporations, large state-owned enterprises, finance and securities institutions. Moreover, a group of experts acquainted with international and/or country-specific affairs have been retained as commercial advisors.
The International Affairs Department has a globalized service network to meet clients’ needs for personalized foreign-related legal services and is able to provide legal services in multiple foreign languages and provide clients with efficient “one-stop” legal services through an effective working platform and collaboration mechanism, from contract drafting and review, corporate compliance, to cross-border investment and financing, international construction works, international trade, international cooperation, intellectual property rights, and dispute resolution. Moreover, the team is able to assess the legality of a company’s business practices and provide legal and strategic advice for major business decisions. For example, in cross-border transactions, the team is able to conduct legal due diligence on target companies on behalf of our clients, write due diligence reports, provide legal advice, participate in the formulation of acquisition plans and drafting of transaction documents, participate in project negotiation, and design the structure of cross-border transactions according to the special requirements of different industries. The team is not only able to provide domestic and foreign enterprises with whole-process assistance in cross-border investment, like assisting them in making business negotiation, coordinating with local intermediaries, consulting on industry access and qualification applications in different countries, and domestic examinations and approvals, but also to assist clients in preventing and resolving various legal disputes to maximize their legitimate interests at minimal cost.
So far, the International Affairs Department has represented a number of domestic and foreign companies and listed companies in important transactions and dispute resolution. In these successful transactions and cases, the team of the Department has fully used its abundant practice experience and worked closely with other relevant specialties to provide the clients with all-round services and advice.
Business Sectors
Foreign direct investment
The lawyers of the Department have represented a number of foreign clients in various investment projects in China and provided legal services throughout the entire process of the investment projects, and have greatly contributed to the successful entry and localization of multinational companies in China by fully considering the clients’ business needs and flexibly using legal instruments. The legal services provided by the Department in this sector include: consulting on the foreign investment access policy; investment structure design and feasibility analysis; legal due diligence on partners; drafting of various documents and support for negotiations in foreign investment projects; approval and registration of the establishment of foreign-invested entities (including representative offices, Sino-foreign joint ventures/partnerships, foreign-funded enterprises, regional headquarters of multinational companies, foreign-invested companies, etc.); domestic reinvestment, restructuring and integration of foreign-invested enterprises; special consulting on foreign exchange control, import/export, work visas, etc.; reorganization, dissolution and liquidation of foreign-invested enterprises.
Cross-border merger & acquisition, investment and financing
The lawyers of the Department have extensive experience in foreign investment M&A, Chinese enterprises’ outward direct investment (ODI) and cross-border investment and financing, and are able to flexibly use the tax and legal policies of different countries and regions to assist clients with tax planning, deal structure design and equity incentive programs in domestic and offshore investment, financing and M&A transactions, and use various financing instruments and different foreign exchange policies to effectively solve the legal issues encountered by clients in cross-border transactions.
The U.S. dollar fund business is another distinguishing business sector of the Department. The lawyers of the Department have assisted a client in establishing and issuing a SPC US dollar fund in the Cayman Islands, provided a number of USD funds and offshore asset management companies with legal advice on their domestic investment projects, including but not limited to establishing domestic investment entities (such as QFLP), designing and justifying deal structures, conducting legal due diligence and writing due diligence reports, drafting transaction documents related to the projects, participating in negotiations, assisting with delivery, etc.
Day-to-day operation and compliance of foreign invested enterprises
The lawyers of the Department have provided a number of Fortune Global 500 companies and internationally renowned brands with legal services in corporate governance, drafting/review and negotiation of commercial contracts, labor, intellectual property protection, international trade and cross-border e-commerce, as well as anti-commercial bribery, data compliance and advertising compliance. Particularly in respect of compliance, the lawyers are able to fully understand clients’ business models and combine legal requirements and regulations in different jurisdictions to build an effective and localized compliance management process and internal control system for clients’ day-to-day operation and compliance, and conduct legal risk analysis and forecasting to provide legal and strategic advice for major business decisions. Moreover, the lawyers have represented a number of foreign companies in compliance matters to communicate and negotiate with the government and assisted them with crisis communications.
Cross-border integrated industry investment
The Department serves as a legal counsel in industry investment to provide clients with legal and strategic advice for industry investment decisions, coordinate and communicate with relevant parks and the government, draft feasibility reports that accommodate clients’ needs of industry investment, participate in business negotiation, and conduct risk analysis and forecasting. The Department is able to provide legal documents and opinions in all aspects from deal structure design, platform construction to due diligence, contract negotiation, ODI approval, equity delivery, tax planning, etc. from a holistic perspective. The Department is dedicated to linking enterprises, capital and the government together, building an ecosystem of real estate and industrial capital, and creating “dual engines” with legal and industrial investment planning services.
The Belt and Road related services
The Department is dedicated to helping domestic and foreign entrepreneurs actively explore and vigorously develop cooperation with the Belt and Road countries. The Department has carried out or completed many projects of trade, security and e-commerce in connection with many European countries, Pakistan and Uzbekistan. With respect to the Belt and Road related business, the Department provides Chinese enterprises with whole-process assistance in their outward investment, like assisting them in making business negotiation, coordinating with local intermediaries, consulting on industry access and qualification applications in different countries, and domestic examinations and approvals.
Whole-process legal services for foreign investment, merger & acquisition, liquidation and relocation (Japan and Korea)
Focused on investment in Japan and Korea, the Department has developed and maintained long-term cooperation relationships with a number of law firms, accounting firms and corporate consulting and management companies throughout the two countries, and provides Chinese investors with whole-process services for their investments in Japan and Korea, including company establishment, day-to-day operation, asset custody, tax consulting, cross-border capital flow and dispute resolution. So far, the Department has handled a number of foreign investment liquidation and relocation projects by providing a full range of legal services for administrative procedures, employee relocation, debt settlement, cross-border fund payment, etc.
Foreign-related dispute resolution
With abundant experience in domestic and foreign commercial litigation and arbitration practice, the Department is dedicated to assisting clients in preventing and resolving various legal disputes and maximizing their legitimate interests at minimal cost. With excellent professional ability and effective communication skills, the Department is able to properly solve the difficulties in understanding and communication of cross-border culture and cross-border laws, provide all-round case analysis, formulate litigation response strategies, and propose alternative solutions to resolve disputes for clients. The Department has successfully handled many foreign-related litigation and arbitration cases, including trade contract disputes, investment disputes, and labor disputes.
Foreign-related copyright protection and foreign-related patent protection
With respect to intellectual property protection, the Department is able to provide a full range of legal services for clients’ copyright and patent business. So far, the Department has taken actions for a number of foreign innovative enterprises to combat copyright infringements by way of, among others, criminal actions, administrative investigation and sanctions, and civil litigation, and has gained the best benefits for our clients and effectively combated the infringements in the market. The Department is able to assist Chinese and foreign multinational enterprises with patent portfolio planning in major foreign countries and regions, and assist clients in realizing and exercising patent rights and stopping patent infringements.
Solution of difficulties and right protection in foreign-related trademark portfolio planning
With extensive professional knowledge and practice experience in the field of trademark and related IPR laws, the Department is able to provide clients with a full range of legal services from creating trademark rights to exercising and protecting trademark rights, and support them in maximizing the commercial value of their brands with its professional ability. So far, the Department has assisted a number of renowned foreign FMCG enterprises with trademark portfolio planning in China and helped them out with the trademark squatting dilemma, and has assisted a number of foreign enterprises to combat trademark infringements in China by way of, among mothers, criminal actions, administrative investigation and sanctions, and civil litigation.
一、
Typical Cases
Foreign direct investment
Providing a Fortune Global 500 company with legal services for its entry into China;
Providing a renowned clothing brand with legal services for its entry into China;
Providing a renowned fashion lingerie brand with legal services for its entry into China;
Providing a renowned luxury footwear brand with legal services for its entry into China;
Providing a Sino-foreign joint venture with legal services for restructuring;
Providing a UK company with legal services for liquidation and reorganization;
Providing a number of foreign companies with legal services for joint venture establishment.
Cross-border merger & acquisition, investment and financing
Providing a German listed company with legal services in acquiring a Chinese homogenizer company;
Providing an Italian agricultural equipment manufacturing company with legal services in acquiring a Chinese chicken farm;
Providing a Taiwan-invested company with legal services in an equity financing project with a renowned Chinese technology company;
Providing a renowned US dollar fund with legal services in an equity acquisition project with a renowned domestic fitness group;
Providing a RMB fund with legal services in an equity investment project with an Italian high-end manufacturing company;
Providing a RMB fund with legal services in an equity financing project with an Italian dental medical device company;
Providing a US dollar fund with legal services in an equity financing project with an Italian ophthalmic medical device company;
Providing an API software technology company with legal services in an equity financing project with a renowned US dollar fund;
Providing a Dutch company with legal services in selling its business to a Chinese listed company;
Providing a private equity firm with legal services for its investment in an Internet technology company engaged in event planning, organization and app development through a capital increase;
Providing a Singaporean private equity firm with legal services for its investment in a buy-back project of a bakery chain in Xiamen through a capital increase;
Providing a Singaporean private equity firm with legal services for its investment in a buy-back project of an energy company;
Providing a Hong Kong investment company with legal services for its investment in a Shandong technology company engaged in production and sale of storage batteries and solar energy storage equipment through a capital increase;
Providing a client with legal services in establishing and issuing a Cayman Islands SPC fund (US dollar fund).
Day-to-day operation and compliance of foreign invested enterprises
Lululemon、Minotti、Stone Island
Providing fashion and furniture brands, including Rene Caovilla, New Look, Lululemon, Minotti and Stone Island, with long-term legal services;
Providing an engineering company (German-invested) with long-term legal services;
Providing a switch manufacturer (German-invested) with long-term legal services;
Providing a pharmaceutical manufacturer and distributor (US-invested) with long-term legal services;
Providing a medical device manufacturer (Italian-invested) with long-term legal services;
Providing a transmission equipment manufacturer (Italian-invested) with long-term legal services;
Providing a software company (Swedish-invested) with long-term legal services for compliance;
Providing a membrane material manufacturer (Italian-invested) with legal services;
Providing a medical device distributor (Netherlands) with legal services for compliance in China;
Serving as a legal counsel for a Japanese semiconductor trading company in Shanghai, and providing services for contract review, drafting and review of an employment system, and risk control of its operational management;
Serving as a legal counsel for the Shanghai representative office of a Japanese bank, and providing clients of the representative office and the bank with legal advice for their investments in China;
Serving as a legal counsel for a Japanese Sake company, and providing legal advice for contract drafting and review, accompaniment in negotiations, business model design and other matters in connection with its China-related business.
Cross-border integrated industry investment
Representing a fund to invest in an agricultural project in Australia and build a factory in China, and providing legal services from preliminary research to final landing of the investment according to the policies, requirements and conditions of different industrial parks and the actual needs of the client;
Providing a leading culture and recreation company in China with industry investment advisory and legal services for its location at a commercial project in downtown Chengdu;
Providing a US Carlyle-affiliated platform company with industry investment advisory and legal services for its location at Jiangsu Huaqiao Smart Supply Chain Park;
Providing a leading Italian logistics and warehousing facility supplier with industry investment advisory and legal services for its location at the smart supply chain park of Suzhou Economic Development Zone, Jiangsu Province.
The Belt and Road related services
Providing a renowned Italian fashion show with legal services for its entry and operations in China;
Providing a renowned international airline company with legal services for its entry and operations in China;
Providing a large security services company with legal services for its investment and business development in Pakistan;
Providing a health care company of a listed company with legal services for its investment and medical business development in India.
Whole-process legal services for foreign investment, merger & acquisition, liquidation and relocation (Japan and Korea)
Providing a Japanese-invested new materials project in Chengdu with a full range of legal services, including accompaniment in investment negotiations, drafting and review of agreements, company establishment, plant leasing, production-related license application, and development of operation & employment management systems;
Providing a Sino-Korean senior care project in Yancheng, Jiangsu Province with legal services, including structure design, issuance of legal opinions on feasibility analysis, accompaniment in negotiations, and drafting and review of investment agreements;
Providing a Japanese garment company in Dalian with a full range of legal services, including due diligence, issuance of due diligence reports, drafting of legal documents related to equity transfer, and administrative procedures of equity transfer;
Providing a Japanese-invested auto parts manufacturer in Tianjin with legal services for its relocation project, including analysis and design of a relocation plan, assistance in site selection, accompaniment in negotiations, drafting and review of an investment agreement, employee relocation, and administrative procedures related to relocation;
Providing a Japanese-invested semiconductor company in Kunshan with legal services for its layoff project, including design of a layoff plan, accompaniment in communications and negotiations with relevant government authorities and labor unions, drafting of employee relocation agreements, and participation in negotiations between the company and its employees on relocation issues;
Providing a Japanese-invested stationery manufacturer in Suzhou with a full range of legal services for its dissolution and liquidation project, including drafting of legal documents related to the dissolution and liquidation, employee relocation, asset disposal, debt settlement, tax cancellation and other administrative procedures related to the dissolution and liquidation.
Foreign-related dispute resolution
Providing a Japanese company in Shanghai with legal services in a labor contract dispute with Liu, a senior executive of the company;
Providing a Japanese company with legal services in a sale and purchase contract dispute with a Jiaxing company;
Providing a Japanese with legal services in a company registration change dispute with a Shanghai company;
Providing an Italian with legal services in a labor contract dispute with a Shanghai company;
Providing a Japanese company with legal services in a service contract dispute with Kong and Wang;
Representing a Japanese in a criminal charge of being illegally detained in Shanghai;
Providing a senior executive of an international pharmaceutical group with legal services in a commercial bribery case;
Providing an offshore company with services in legal disputes over commercial trade;
Providing a Chinese branch of an international medical device company with labor and personnel litigation services;
Providing a listed Chinese tourism group with services in coordinating and handling overseas disputes.
Foreign-related copyright protection and foreign-related patent protection
Handling a number of copyright and unfair competition cases for a world-renowned film company, including a copyright infringement case against a company in Guangzhou, in which our claim of RMB 500,000 damages was totally supported by the court; a copyright infringement case against a company in Cangzhou, in which an interim injunction has been awarded and the claim of 5 million RMB will be decided soon;
Handling a number of artwork copyright infringement cases for a renowned Canadian toy manufacturer, including many civil and criminal cases; in 4 of the criminal cases filed in Shantou, favorable decisions were won;
Handling a number of large dispute cases of patent infringement, malicious patent application and malicious intellectual property litigation for a renowned French mother and baby care company, including 3 cases filed by the client, 7 cases against the client and 3 patent invalidation cases, and helping the client settle the cases by payments of 2 million RMB damages and transfer of 6 malicious patent applications from the other sides;
Suing three companies in Guangdong for a renowned French mother and baby care company, in which case our claims of 3 million, 500 thousand and 500 thousand RMB damages respectively against the three companies were totally supported by the court; and one of these cases was selected as one of the top ten typical cases of the Guangzhou Intellectual Property Court in 2015;
Representing a world-renowned manufacturing company in a patent lawsuit over its non-adhesive products in Shanghai and winning the case for the client;
Handling a number of patent cases for a renowned Canadian toy manufacturer, which involved many of its toy products.
Solution of difficulties and right protection in foreign-related trademark portfolio planning
Responding for a client to a trademark infringement dispute with a leading Internet company in China; after we actively submitted evidence in response, the other side has reduced its claim from 50 million RMB to the lowest, and this case will be decided soon, and the amount of damages to be awarded is expected to be not high;
Representing a world-renowned furniture manufacturer in a number of trademark protection cases;
Representing a renowned French mother and baby care company in 8 criminal cases against counterfeiting of its registered trademark, in which all defendants were sentenced without probation;
Providing a renowned skin care brand in Thailand with brand product planning and trademark strategy services;
Developing a brand protection strategy for a renowned beauty company in Singapore.