Trusted Advisor to Chinese Companies (Within Past 3 Years)

Report
An Introduction to Dorsey & Whitney LLP:
Representation of Chinese Companies Doing Business in the United States
Including International Trade, Customs, 337, Patent and US Litigation Matters
November 2013
Asia Practice: Offices and Services
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Dorsey & Whitney’s Hong Kong and Shanghai offices provide a wide range of world-class international
corporate legal services to multinational and regional companies operating throughout Asia and the
Pacific Rim, particularly in China.
Hong Kong Office
Opened 1995
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Twelve resident lawyers, most of whom are licensed to practice in Hong Kong.
Also includes attorneys licensed to practice in the PRC, the US, Australia,
England & Wales, New Zealand and Canada.
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Staffing includes lawyers who are fluent in English, Mandarin, and Cantonese.
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Headquarters of the firm’s Asian regional practice, housing centralized
experience and resources.
Shanghai Office
Opened 2001
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November 2013
Nine resident lawyers, some of whom are PRC
natives, including lawyers licensed to practice
in the PRC, Hong Kong, the US, England and
Wales, and New South Wales.
Mr. Walter F. Mondale, Senior Counsel at
Dorsey & Whitney and former US Vice President
and Ambassador to Japan, was the guest of honor
at a state reception in 2000 hosted by then Chinese
President Jiang Zemin.
Trusted Advisor to Chinese Companies (Within Past 3 Years)
3
(中国)
太平洋(宝飘)集团
Pacific Bepure Industry (PBEP)
November 2013
International Trade and Customs
William Perry
Emily Lawson
Frank Hong
Partner, Trade and Customs
Seattle Office
(206) 903-8894
[email protected]
www.uschinatradewar.com
Senior Attorney
Seattle Office
(206) 903-2371
[email protected]
Partner, Trade and Customs
Shanghai Office
(86-21) 6135-6147
[email protected]
Bill Perry, a Dorsey partner, used to work in
the Office of General Counsel, US
International Trade Commission (“ITC”) and
Office of Chief Counsel and Office of
Antidumping Investigations, US Commerce
Department. Since 1991, Mr. Perry has won
more than fifty antidumping and
countervailing duty cases (“AD/CVD”) for
Chinese companies and US importers,
including successful representation of
Chinese producers in the Windshields and
Brake Drums and Motors antidumping cases.
In the Silicon Carbide case, he persuaded the
Commerce Department to give Chinese
state-owned companies their own separate
dumping margins. Mr. Perry has been able to
get 0s for Chinese companies in the PVA,
Sebacic Acid, Wooden Bedroom Furniture,
Bags, Saccharin and recently Crawfish
antidumping cases. In the Solar Cells from
China case, he was able to persuade the ITC
to reach a negative determination on critical
circumstances, eliminating potentially $100
million in retroactive liability for US importers.
November 2013
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Emily Lawson is a senior attorney in Dorsey’s
Trial department. She formerly was an
attorney in the Office of the Chief Counsel for
Import Administration, US Commerce
Department. She has an active practice in
trade remedy proceedings before Commerce
and the ITC, and in related trade litigation
before US trade courts. She also assists
clients with U.S. Customs matters and has
experience in major areas of customs law,
including classification, protests, prior
disclosures, seizures and penalty defenses.
Ms. Lawson frequently represents foreign
manufacturers and exporters and U.S.
importers in AD/CVD investigations and
reviews before Commerce and the ITC
covering a wide variety of industries,
including steel, replacement automotive parts
and industrial chemicals. She also works with
clients to address core U.S. Customs
compliance issues, responding to Customs
inquiries and defending importers in
proceedings on penalties/liquidated damages
and against seizures.
Frank Hong’s practice focuses on advising
international companies on their direct
investments into China as well as emerging
Chinese multinational corporations on their
outbound investments and other aspects of
doing business abroad, especially in the
United States. He has substantial experience
in cross-border M&A, intellectual property,
international trade and Customs (both in
China and the US). Trained as a commercial
litigator during his first three years of practice
in the United States, Mr. Hong has always
been involved in the practice of dispute
resolution on both sides of the Pacific. He
regularly interacts with various government
agencies in China at central, provincial and
local levels. He also frequently writes legal
commentaries for leading national
newspapers and magazines in China.
International Trade and Customs – Capabilities
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Dorsey’s Import Trade practice provides US importers/producers and foreign exporters/producers
assistance on a full range of import trade and customs matters. The firm’s lawyers regularly assist
clients with issues before the US International Trade Commission (“ITC”), the US Departments of
Commerce (“DOC”) and Justice, US Customs and Border Protection (“CBP”) and other federal
agencies that deal with international trade regulation, and in related appeals before the US Court of
International Trade and the US Court of Appeals for the Federal Circuit.
Antidumping and countervailing duty
We assist US importers, producers, and foreign manufacturers in
complying with US import trade remedy (i.e., antidumping and
countervailing duty), laws and regulations. Dorsey’s trade lawyers
have won more than fifty antidumping and countervailing duty
cases before the ITC and the DOC.
China trade actions
Intellectual property trade enforcement
proceedings
We represent clients in Section 337 actions before the ITC, which
involve the import of products allegedly infringing US patents,
trademarks, and copyrights. Dorsey’s trade lawyers, with extensive
experience in ITC proceedings, work closely with Dorsey IP/patent
lawyers to present the best possible case for our clients.
Dorsey’s trade lawyers have particular experience representing US
importers and Chinese exporters in “non-market economy”
antidumping and countervailing duty proceedings on products
ranging from steel, metals, and chemicals to agricultural and
seafood products.
Safeguards
Customs compliance and enforcement
Trade policy and legislation
We have experience in the major customs law areas before CBP,
and advise US importers and other clients on customs
classification, protests, prior disclosures, customs penalty
defenses, defenses of liquidated damages claims, preferential duty
programs and valuation.
We advocate before the legislative and executive branches of the
US government to resolve trade issues and promote passage of
tariff refund, and tariff suspension or reduction legislation.
November 2013
We assist clients in trade remedy actions before the ITC and the
United States Trade Representative’s office (“USTR”) brought to
impose tariffs or quotas on imports alleged to be injurious to US
domestic production.
Representative International Trade Commission 337 Cases
In the Matter of Point-to Point Network Communication Devices
and Products Containing Same Currently representing large
Japanese electronics manufacturer in Section 337 investigation
involving
In re Certain Motion-Sensitive Sound Effects Devices and Image
Display Devices and Components and Products Containing Same:
Represented Japanese electronics manufacturer in Section 337
investigation involving display characteristics of laptop and tablet
computers. Successfully negotiated license on very favorable
terms for client.
In the Matter of Certain Electrical Discharge Machinery Apparatus
(AGIE v. Sodick Ltd.) (ITC) Won a settlement as counsel to
Japanese respondent in section 337 proceeding concerning
machine tool patent of Swiss competitor.
In the Matter of Certain Bearings and Packaging Thereof (ITC)
Won settlement in a gray market trademark infringement case
relating to the importation of bearings into the United States.
In re to Hangzhou Shinye Orthodontic Products Co., Ltd. Currently
representing Hangzhou Shinye Orthodontic Products in a patent
and trademark infringement defense case pending in US District
Court (Northern District of Illinois).
In the Matter of Organic Photoconductor Drums and Products
Containing the Same Successfully represented a Taiwan company
in Section 337 intellectual property case.
In the Matter of Amino Acid Formulations for Liver Disease
(American Hospital Supply Corp. v. Travenol Laboratories) (CAFC)
In the Matter of Certain Products with Gremlin Character
Depictions (Warner Brothers, Inc. v. US International Trade
Commission) (CAFC)
November 2013
In the Matter of Certain Glassware (ITC) Successfully represented
the Complainant, Boston Beer Corporation, in a 337 enforcement
action involving two design patents directed to Boston Beer’s
Samuel Adams beer glass. The investigation was resolved with a
consent order precluding further importation of the accused
glasses.
In the matter of Certain Universal Serial Bus (“USB”) Portable Data
Storage Devices (ITC) Successfully represented Respondents
Imation and IronKey in an investigation involving allegations of
infringement of three utility patents and one design patent directed
to USB memory sticks. After months of hard-fought litigation, the
Complainant withdrew its complaint the night before the hearing
was to commence, resulting in an initial determination terminating
the investigation in favor of our clients.
Yamaha et al. v. Bombardier et al. (ITC; Fed. Cir.) Won settlement
after trial, before ruling, for respondents, Bombardier, Inc., et al, in
a 337 action brought by Yamaha Motor Company, Ltd.
In the Matter of Personal Computers with Memory Management
Information Stored in External Memory (Intel Corp.v. TwinHead et
al.) Represented Taiwanese computer manufacturer in patentbased Section 337 investigation initiated by Intel Corp. concerning
patented microprocessor technology. Won summary judgment
before trial dismissing the proceeding.
In the Matter of Certain Electrically-Resistive Monocomponent
Toner and “Black Powder” Preparations Therefore (ITC)
Respondents’ counsel in Tariff Act Section 337 proceeding
involving claims that respondents’ importation and sale of copier
toner constituted unfair acts and unfair methods of competition by
reason of alleged conduct actionable under US antitrust laws and
under common law and statutory law of unfair competition; claims
dismissed by ITC.
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US Litigation for Chinese Companies
J David Jackson
Lanier Saperstein
Geoff Sant
Partner, Trial
Minneapolis Office
(612) 340-2760
[email protected]
Partner, Trial
New York Office
(212) 415-9385
[email protected]
Special Counsel, Trial
New York Office
(212) 735-0781
[email protected]
J Jackson’s practice focuses on securities
litigation, trade secret and unfair competition
litigation, antitrust, patent, trademark, and
complex commercial litigation. He actively
represents clients in large securities class
action lawsuits and other complex securities
litigation involving, among other things, public
offerings, private placements, corporate
takeovers, and officer and director liability.
Mr. Jackson’s experience also includes
representing broker-dealers, investment
advisors, and trust companies in court and
arbitration actions throughout the country, as
well as with regulatory investigations before
the Securities and Exchange Commission,
FINRA, and other federal and state
regulators. His practice also concentrates in
trade secret and unfair competition litigation,
as well as other complex commercial and
consumer rights disputes, including claims
involving the antitrust laws, RICO, and
consumer rights statutes. He has tried well
over 70 cases to verdict before juries, judges,
administrative panels, and arbitrators.
November 2013
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Lanier Saperstein is a partner in the New
York office of the Firm. He has a broad
international practice representing foreign
financial institutions in litigation and
regulatory matters, particularly those
involving cross-border and extraterritorial
issues. He has experience in matters relating
to US securities laws, federal and state
banking regulations, the UCC, the civil
provisions of the Antiterrorism Act, the US
Bankruptcy Code, the enforcement of
subpoenas, asset restraints and judgments
impacting conflicts of law analysis, as well as
international discovery under the Hague
Convention. Mr. Saperstein also writes
extensively on topics impacting international
financial institutions and speaks regularly on
those topics in both China and the United
States.
Geoff Sant is Special Counsel in Dorsey’s
Trial group. He works on a broad range of
commercial, corporate and banking litigation
and transactions, many on behalf of Chinese
companies. Mr. Sant’s recent successes on
behalf of Asian clients range from winning
regulatory approval for the new U.S. branch
for a major Chinese bank; successfully
helping a Chinese company to delist from a
U.S. exchange; and obtaining dismissals of
lawsuits against a large number of
international banks and companies. Mr. Sant
is a Director of the Chinese Business
Lawyers Association. He is a frequent
commentator on legal issues for major Asian
media and is credited with accurately
predicting the 2010 wave of investigations
and securities litigation against Chinese
companies in a series of interviews in 2008
and 2009 on CCTV, Phoenix Television, and
Global Times. Mr. Sant is a native English
speaker and is fluent in Mandarin Chinese,
Japanese, and Spanish.
US Litigation for Chinese Companies
Paul Meiklejohn
Min (Amy) S. Xu
Partner, IP Lit
Seattle Office
(206) 903-8746
[email protected]
Of Counsel, IP Litigation
Minneapolis Office
(612) 752-7367
[email protected]
Paul Meiklejohn has over 35 years of
experience litigating patent infringement
matters, including before the ITC. A former
clerk to the CCPA (predecessor to the
Federal Circuit), Mr. Meiklejohn is ranked in
Band 1 by Chambers USA and is consistently
named as a Super Lawyer in the area of
intellectual property litigation. He has
numerous published decisions both at the
district court and appellate level in a variety of
cases covering a wide range of technologies.
He has been lead trial counsel in numerous
patent infringement litigations at the ITC and
in federal courts all over the country. During
the last decade, his work has been directed
almost exclusively to the defense of Asian
companies in patent infringement actions in
the federal courts and the ITC.
November 2013
Amy Xu has been practicing in the technology
and IP areas of law for nearly 18 years,
helping companies with their information
technology transactions including patents,
trademarks, copyrights, Internet E-commerce
related acquisition, and licensing. Ms. Xu has
been a speaker on patent and other
intellectual property issues in China at forums
sponsored by the United Nations and
American Intellectual Property Law
Association (AIPLA). She is also a member of
AIPLA and the International Trademark
Association and is a patent attorney before
the US Patent and Trademark Office. Ms. Xu
is also admitted to the Court of Appeals for
the Federal Circuit. She routinely advises
clients in the US and throughout Asia and is
fluent in Chinese.
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Trial and Litigation – Capabilities
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No business welcomes conflict. When disputes do arise, trying – and winning – cases is in the Dorsey
& Whitney DNA. The 180 attorneys in our Trial Group have the skill, experience, and judgment to be
highly effective in winning dismissals and summary judgment, defeating class certification, obtaining
favorable settlements, and finding creative and cost-effective resolutions for matters of all sizes and
degrees of complexity.
Areas of Expertise
IP Litigation – Technical Expertise
Dorsey’s Trial lawyers have significant experience in a number of
arenas including:
Our attorneys are experienced in aggressively representing clients
in patent litigation on both the plaintiff and defendant side. Our
patent litigators regularly collaborate with “Joint Defense” and
“Common Interest” groups of similarly-situated co-defendants and
potential defendants to obtain optimal results for our clients.
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Complex commercial disputes
Products liability litigation
Intellectual property litigation
International tax litigation
Securities and financial services litigation
Antitrust litigation
Clients rely on our strategic approach to minimizing risk, winning
lawsuits, and – if possible – keeping clients out of court altogether.
• Dorsey’s intellectual property lawyers have the technical skills to
provide the relevant knowledge required in technological
advances and convergences, offering our clients a solid
understanding in diverse industries and arts.
• Many of our lawyers have advanced technical degrees, including
Ph.D.s, in various technical disciplines including the following:
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November 2013
Biochemistry
Biomedical Engineering
Chemical Engineering
Computer Engineering
Computer Science
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Electrical Engineering
Mathematics
Mechanical Engineering
Microbiology
Nanotechnology
Chinese Corporate
Catherine Pan-Giordano
Simon Chan
Peter Corne
Partner, Corporate
New York Office
(212) 415-9383
[email protected]
Partner, Corporate
Hong Kong Office
(852) 2105-0273
[email protected]
Partner, Corporate
Shanghai Office
(86-21) 6135-6188
[email protected]
Catherine Pan-Giordano is a Partner in
Dorsey's Corporate group and a member of
the Firm’s Asia Pacific practice group,
focusing primarily on China. Her practice
focuses on corporate and securities law,
equity and debt financing, mergers and
acquisitions, venture capital and private
equity financing. She routinely serves as
outside general counsel to clients. She has
significant PRC law experience and has
worked extensively on common legal issues
faced by Chinese companies doing business
overseas and US and European companies
doing business in China. In representing
clients, Ms. Pan regularly interacts with the
SEC, FINRA, NYSE, NASDAQ, major rating
agencies, insurers and various Chinese
government agencies, including the Ministry
of Commerce, Administration of Industries
and Commerce, Administration of Foreign
Exchange and Tax Bureaus. She also has
notable experience in representing US listed
Chinese companies in going dark and going
private transactions.
November 2013
10
Simon Chan is a corporate partner based in
our Hong Kong office. He speaks English,
Chinese and Mandarin and is admitted to
practice law in Hong Kong, New York and
England and Wales. Mr. Chan represents
private equity firms, investment banks,
Fortune 500 corporations and venture
capitalists on a wide variety of international
and domestic corporate matters, including
corporate finance, cross-border M&A, private
equity transactions and complex corporate
transactions. Mr. Chan has deal experience
spreading across USA and Asia, including
China, Hong Kong, Japan, Taiwan, Macau,
Malaysia, Korea and Indonesia. He is the coauthor of the ABA publication titled ‘A Legal
Guide to Doing Business in the Asia-Pacific'.
Mr. Chan has worked on a number of high
profile transactions in Hong Kong, United
States and Asia, including global M&A
transactions valued in the range of US$30
million to around US$1 billion.
Peter Corne has specialised in the area of
Chinese corporate, commercial and
regulatory practice for many years and is a
pioneer in the area of anti-trust in China. He
has acted for a number of major corporate
clients such as Coca-Cola, Hershey, Mitsui &
Co, MWV, Itochu, Marubeni, Alcatel, SPX,
Syngenta, Sumitomo Chemical, Tata Group,
Flint Group, Becton Dickenson, Intel, Asahi
Chemical, Toshiba and BOC Gases. He is a
noted authority on PRC administrative law
and the foreign investment process, having
authored a critically acclaimed book on the
subject. He headed the legal working group
of the European-China Chamber of
Commerce in Shanghai for five years, during
which time he helped initiate a joint training
program involving the Law Society of
England and Wales and the Shanghai Bar
Association under an MOU signed with the
Ministry of Justice. Mr. Corne is currently a
member of the Shanghai International
Arbitration Center' (SHIAC's) panel. He
speaks fluent Chinese and Japanese.
Appendix
11
Recent Litigation for China-Based Clients (Past 3 Years)
Currently representing top-4 Chinese bank in the largest litigation
in the bank’s history. (S.D.N.Y.) We currently represent one of
China’s four largest banks (and one of the PRC’s ten largest
companies) in the largest litigation in the bank’s history. Our client
was sued for one billion USD in a suit based on the Anti-Terrorism
Act. After the bank’s original defense counsel lost a motion to
dismiss, we replaced the original defense team and have handled
the US discovery process. The litigation team we assembled
included three dozen Chinese-fluent attorneys, two attorneys who
teach and publish on banking litigation, as well as a former district
attorney, state, and federal judge.
Won on motion to dismiss in litigation on behalf of leading Chinese
bank. (NY State) We represented one of China’s four largest banks
in defending a multi-million dollar suit that had been brought
against multiple PRC banks. We argued that the lawsuit against
our client should be dismissed on statute of limitations grounds.
The other PRC banks (represented by a different law firm) did not
make this argument. The judge agreed with our argument and
dismissed the lawsuit against our client based on the statute of
limitations (but did not dismiss the case against the other banks on
this ground).
Represented Chinese export companies in obtaining settlement
from US competitor. (Ohio, NY, and S.D.N.Y.) In representation of
Chinese export companies, handled multiple breach of contract
disputes against a US company in a variety of US courts. We
defeated several attempts by the US company to move the
litigation to its local court system. After winning a ruling from a
federal judge that the US company would have to pay our attorney
fees for portions of the litigation, we obtained a favorable sevenfigure settlement payment to our clients.
November 2013
Currently representing Chinese clothing company in multiple
litigations. (California, Georgia) We are currently representing a
Chinese manufacturer in defending a securities class action
lawsuit brought in California. We are simultaneously representing
the company in Georgia in a breach of contract suit against its USbased consultants.
Obtained dismissal of suit against NASDAQ-listed Chinese
company. (S.D.N.Y.) Defended Chinese company in breach of
contract employment litigation brought by a former executive and
US citizen. Despite a contract that the plaintiff argued was
unambiguous and despite a US plaintiff and a contract calling for
payments in US dollars through the company’s US office, we
obtained dismissal of the case in favor of the Chinese court
system.
Won $18 million judgment for Chinese company in suit against US
joint venture partners. (California federal court) On behalf of
Shanghai Automation Instrument Co., we won $18 million in
damages in lawsuit against American joint venture partners for
breach of the JV agreement and breach of fiduciary
responsibilities.
Currently representing top-4 Chinese bank with victory at trial court
level and ongoing appeal. (Second Circuit) Represented one of
China’s largest banks (and top-10 Chinese company) in litigation
victory at the trial-court level. The case involved our defense of the
bank against an attempted seizure of assets supposedly linked to
North Korea. A different bank, sued under the exact same theory,
but represented by a different law firm, lost at the trial-court level.
The Second Circuit is hearing appeals in both cases to resolve the
different results, and we are currently handling the appeal on
behalf of our client.
12
Recent Litigation for China-Based Companies (continued)
Currently handling patent and trademark infringement litigation on
behalf of Chinese manufacturer. (N.D. Ill.) We currently represent
a Chinese manufacturer in a patent and trademark infringement in
the Northern District of Illinois.
Currently representing PRC television production company as
plaintiff in copyright infringement litigation. (C.D. Cal.) We are
currently representing Beijing Ciwen Film and Television
Production Co., Ltd. in a copyright infringement litigation against
New Tang Dynasty.
Currently representing Chinese defendants in litigation regarding
going dark transactions. (NY State) We represent China Sure
Water and individual defendants in litigation regarding a going dark
transaction.
Currently representing Chinese company and individual
defendants in NY federal litigation. (S.D.N.Y.) We represent ZST
Digital Networks and individual defendants in a litigation in NY
federal court based on a going dark transaction.
Currently representing Chinese construction company in litigation
defense. (NY State) We represent Chinese companies Riverside
Holding Group Corp., D&N Management Corp., and an individual
defendant in a construction litigation in NY State.
Represent top-4 Chinese bank in multiple judgment enforcement
and attachment cases. We represent a top-4 Chinese bank (and
one of the PRC’s largest companies) in multiple matters involving
judgment enforcement and attachments.
November 2013
Represent PRC company in breach of contract suit, including
appeals to the Supreme Court of the United States. (Ninth Circuit;
U.S. Supreme Court) We represent Beijing Everbright Industrial
Co. in a breach of contract suit brought by an Oregon company.
We handled litigation in Oregon federal court and in the 9th Circuit
Court of Appeals; we also represented the company in writs of
certiorari to the United States Supreme Court.
Represent Shanghai-based trading company in commercial
litigation before NY federal court. (S.D.N.Y.) We have been
handling a commercial litigation for Talent Creation Ltd., a
Shanghai trading company, in NY federal court.
Represent Chinese company in California federal court litigation.
(C.D. Ca.) We are representing Zhejiang Zhongda Group Co., Ltd.,
in a commercial litigation in the Central District of California.
Representation of Chinese company in international arbitration.
(London Metals Exchanges) We are representing China National
Resources Corporation as plaintiffs in a multi-million USD
arbitration regarding unauthorized transactions by a trader.
Represent number-one largest PRC company in multiple litigation
and regulatory matters. We have successfully represented
Industrial and Commercial Bank of China, the most profitable
company in the world, in multiple litigation and regulatory matters
in the United States.
Represent international PRC bank in first-ever subpoena response
in the US. We successfully represented one of the top-4 PRC
banks in its first-ever response to a subpoena in the United States.
13
China Deals
14
Dorsey lawyers have acted in a variety of roles in many transactions involving China, including the
following (in some cases, while practicing at a prior firm):
• Advising Coca-Cola and Beverage Partners Worldwide (a JV
between Nestle and Coca-Cola to sell tea and coffee) as their
counsel in China on the proposed acquisition of a carbonated
and bottled water manufacturer in Shanghai and the
acquisition and restructuring of a non-carbonated beverage
manufacturing facility in Dongguan.
• Represented a global private equity firm, DST Global Limited,
in its significant investments in Alibaba Group, 360buy.com
and Xiaomi Corporation.
• Advising China National Petroleum Corporation on a
significant offshore oil & gas acquisition in the Middle East
• Advising Citigroup on the Citigroup-led consortium’s
acquisition of a stake in Guangdong Development Bank.
• Advising Intel on the merger of Intel China and Trillium (two
entities in Shanghai).
• Represented significant stockholders of China Biologic
Products, Inc. (NASDAQ) in sale of approximately $40 million
worth of shares to Warburg Pincus.
• Represented audit committees and executives of various
Chinese public companies (including Puda Coal, Inc. and
China Biologic Products, Inc.) in internal and SEC
investigations, securities class actions and derivative lawsuits.
• Advised CITIC Securities Corporate Finance (HK) Limited as
special US counsel in the Regulation S placement of PAX
Global Technology Limited (US$118 million).
• Advised SouthGobi Energy Resources Ltd. as special U.S.
counsel with respect to its Rule 144A offering (US$438
million).
• Represented largest private Chinese printing company,
Duoyuan Printing, Inc. (formerly NYSE), in its $24 million PIPE
offering in the United States.
• Advised Xiao Nan Guo Restaurants Holdings Limited, the
largest self-owned mid-to high-end Chinese cuisine fullservice restaurant chain headquartered in the PRC, as special
U.S. counsel in its Hong Kong IPO and concurrent Rule 144A /
Reg S offering (US$65 million).
• Advised a Hong Kong client on the acquisition of a printer and
manufacturer of hand made books, specialty packaging and
other paper products.
• Advising BNP Paribas Capital (Asia Pacific) Limited as special
U.S. Counsel in the proposed Rule 144A offering of a PRC
steel pipe manufacturer.
• Represented a Missouri-based manufacturer of packaging
equipment with its negotiated acquisition of interest in
privately-owned PRC-based packaging company.
• Advised Solargiga Energy Holdings Limited, a PRC-based
silicon wafer manufacturer, as special U.S. counsel with
respect to its Rule 144A offering (US$125 million).
November 2013
China Deals (continued)
• Advised Sino Gold Mining Limited, an Australian-based PRC
gold mining company, in its secondary listing and initial public
offering in Hong Kong (US$114 million).
• Advised Computime Group Limited, a Hong Kong-based
automation controls and device provider, as special US
counsel in its Rule 144A offering (US$58 million).
• Represented a large PRC state-owned alumina producer in
the friendly take-over bid for a Canadian mining company.
• Represented a leading PRC-based lighting systems
manufacturer in its acquisition of a foreign-invested PRC
company engaged in the manufacture of lighting tubes for
energy-saving lamps.
• Represented a PRC- and US-based molecular diagnostics
company with the sale of its PRC-based business unit to a
PRC buyer.
• Represented a Hong Kong-based supplier of electronic control
systems in the purchase of assets from an Ohio-based
electronics company.
• Represented a Hong Kong-based toy products company in the
purchase of a distressed California-based seller of famousbrand recreational products from a private equity group and a
lender.
• Represented a Hong Kong-based hygienic services company
in the sale of its assets to a subsidiary of a Denmark-based
multinational provider of facility cleaning and related services.
November 2013
15
• Assisting a Hong Kong listed catering company in acquisition
of primary product suppliers
• Represented a Michigan-based manufacturer of automotive
parts in its purchase of a majority interest in one of the world’s
largest automotive brake drum and rotor manufacturing
companies based in PRC, and joint venture strategic alliance
with PRC partner to develop its automotive filter business.
• Represented a NASDAQ-listed, Minnesota-based global
logistics services company in multiple acquisitions of PRCbased freight-forwarding and related companies.
• Represented an Ohio-based supplier of handling equipment
for very low-temperature industrial gases in its purchase of the
entire equity in a well-known PRC domestic liquid-nitrogen
container company.
• Represented an Oklahoma-based provider of power
generation equipment in the auction sale of its Nanjing-based
heat-recovery boiler business unit to a European buyer.
• Represented a South Korean manufacturer of heavy industrial
products in the investment in a Hong Kong company providing
shipping and logistics services.
• Represented a NYSE-listed, Minnesota-based supplier of data
storage media in its acquisition of the global data-storage
business of a large Japanese manufacturer, including PRC
business unit.
China Deals (continued)
• Represented a NYSE-listed, Minnesota-based meatprocessing company with its negotiated acquisition of
privately-held meat-processing company based in Qingdao.
• Represented ASX- and HKSE-listed Australian company with
gold mining operations in China with the acquisition of its
shares by a major Canadian gold mining company.
• Represented a Minnesota-based supplier of rubber products
to plumbing-fixture and automobile manufacturers with its
acquisition of minority in interest in Hong Kong joint venture
company with subsidiary operations in PRC.
• Represented a Danish company in its acquisition of a global
business segment, including operations in Hong Kong, China,
Thailand, Malaysia and Australia, from a Swedish-based
multinational manufacturer of home appliances.
• Advised and represented a United States company in the
acquisition of a controlling interest in an industrial-gas
equipment manufacturing joint venture company in China.
• Advised and represented a large United States manufacturer
in the acquisition of a majority share in a Chinese joint
venture, including negotiation of the acquisition agreement
with the selling shareholder and a new joint venture contract
with the Chinese shareholder.
November 2013
16
• Represented a San Francisco-based investment fund in its
acquisition of interests in multiple entities in mainland China,
including a software company, a reefer factory, a fiberglass
manufacturer, a medical device company, a financial software
and e-commerce provider and a semiconductor foundry.
• Represented another San Francisco-based investment fund in
its acquisition of a steel mill, a soy milk factory and a candy
company, all in mainland China.
• Assisting Storopak in the acquisition of a majority interest in
two foreign invested enterprises in Suzhou and Dongguan.
• Assisting BOC Edwards on the acquisition of a facility
manufacturing vacuum pumps and cryogenic refrigerators in
Beijing.
• Advising Horiba Limited on its acquisition of the assets of Carl
Schenck in relation to the auto part testing business in China.
• Advising BTR (now Invensys) on its aborted acquisition of a
manufacturer of auto sealings in Shanghai.
• Advising TOTAL on the acquisition and restructuring of several
Chinese building-adhesive plants and chemical
manufacturers.
• Advising one of the global oil and gas giants on IP related
work in its acquisition of several PRC chemical companies.
China Deals (continued)
• Assisting Geologisitics in their investment and acquisitions
activity in China.
• Advising a UK media company on acquisition and
restructuring of a Chinese magazine publisher.
• Advising Elkem SA on its acquisition of a State-owned carbon
factory in Ningxia and its conversion into a micro-silica facility.
• Advising Helveot Pharma in aborted acquisitions of
pharmaceutical equipment facilities in Shekou, Ninghai and in
Beijing.
• Advising Glitnir banki hf on the acquisition of a 25% equity
interest in the PRC incorporated property developer Shenyang
Mingchi Real Estate Development Co. Ltd.
• Advising Flextronics on its acquisition of mobile phone
contract manufacturing facilities in each of bonded zones in
Shanghai and in Tianjin.
• Advising Flextronics on its acquisition, and restructuring of, a
distressed USD 49 million mobile phone manufacturing facility
from Microcell in Nanjing.
• Advising Toshiba on the acquisition of a facility in Shenzhen
from a Hong Kong supplier.
• Advising Toshiba on the acquisition of a controlling stake in a
Hong Kong invested telecom equipment manufacturer in
Shenzhen.
November 2013
17
• Advising Alcatel on its acquisition on the first wholly foreign
owned after-sales service and maintenance company in
China, including the acquisition of the assets and the business
from its former agent.
• Advising and documenting a true merger of Tata Consultancy
Services China with Tata Information and Technology
Services Shanghai Limited, which was one of the first crossprovincial mergers of foreign invested enterprises in China.
• Assisting Creative Food Holdings Limited in signing an equity
transfer agreement with another Hong Kong company,
Dawson Limited to acquire all of Dawson Limited’s equity
interest in the wholly foreign-owned PRC company called
Guangzhou Riweijian Nutriment Co. Ltd.
• Acting for Tata on investment by Microsoft in their Chinese
outsourcing services joint venture. Microsoft paid RMB 9.6
million to subscribe to a share issue of 8.69% stake in TATA
Consultancy Services (China) Co., Ltd.
• Assisting Betts UK on transferring 100% equity of Betts SH
(WFOE) to Rego HK by drafting equity transfer agreement and
other transaction documents, coordinating with the handover
and documents exchange, and engaging local agent to
complete the approval and registration formalities.

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