Areas of Practice
IPO PANG has extensive expertise in each of the following practice areas. More information about each
individual area may be found by using the links below.
Antitrust
Antitrust is a body of law that is enforced against monopolistic practices of companies. It is no longer a feature of commercial law limited to developed nations, The new economic powerhouses of China (and India as well) are implementing new laws and regulations that will ultimately affect how foreign enterprises and investors operate in China, and how joint ventures, alliances, mergers, and acquisition are scrutinized, approved and permitted to operate. Foreign enterprises and multi-nationals throughout the world that engage in business activities in China seek the advice and counsel of IPO PANG because of our experience, and our cutting-edge knowledge of government practices and decision making. We deal with complex issues involving multiple and often competing interests by distilling them down to ordinary commercial issues that are easily understood and accepted by regulators, thus allowing them to make the "safe and easy decisions" that foster commerce unimpeded by bureaucratic red tape. We know how the Chinese government works and how it enforces. We share this valuable insight with our clients.
We have experience dealing with global cartel investigations, cross-border transactions and criminal investigation, including white collar crimes stemming from violations of applicable antitrust regulations in China. The international nature of our practice enables us to understand the complexities of foreign operations and how these operations impact conduct, behavior and transactions within the Chinese borders. Our network of antitrust lawyers and seasoned government specialists produce a unique blend of legal, business, economic, forensic accounting and regulatory know-how that enables us to offer our clients a high level perspective of what is most beneficial and advantageous given the facts of the case. Foreign enterprises doing business in China are often faced with myriad business and competition/anti-competition issues that can severely derail business performance. We help our clients bridge the legal and cultural gaps between the Western World and China to empower them to maximize their competitive edge within the confines of the law.
Capital Markets
China will soon become the world's largest capital market and there is no better place to invest both for the short term and for long term growth potential. The opportunities are enormous, but there are also perils. Companies need capital to grow, and the ability to raise the funds necessary for that growth is critical. Whether you are an investor in China's equity market or a wholly-owned foreign enterprise already operating in China, infusion of capital in the form of cross-border debt, equity, high-yield debt, structured credit products, convertible bonds, initial public offerings, private placements, and secondary offerings are among the options you can entertain to fuel growth. At IPO PANG, we represent both creditors and debtors, issuers and underwriters, and have expertise in all aspects of equity capital transactions, including IPOs, ADRs and PIPEs. Our lawyers and government specialists provide innovative solutions to raising capital and the nature of this work often demands that we rely on close collaboration with a network of lawyers. IPO PANG prides itself in having one of the highest quality networks of lawyers – not only in China, but worldwide - who can serve as attorney consultants on selected issues.
Because we are here, "on the ground" in China, our local knowledge of the markets, and the political and regulatory environments enables us to offer a unique perspective on dealing with the intricacies of the law and the dynamics that govern this market. As IPO PANG is a member of the International Business Law Consortium, we believe in leveraging this exclusive resource to deliver the highest quality legal services in the most efficient manner possible.
Construction
Everywhere in China construction is booming. Second and third tier cities are experiencing exponential growth rates that surpass those of major cities such as Shanghai, Beijing and Guangzhou. As China moves closer to international standards and practices, the cost and complexity of construction contracting and the negotiation process connected therewith have also increased significantly.
This is where IPO PANG's lawyers bring their 30 years of experience working with Chinese contractors, designers, lenders, brokers and architects to bear in helping a foreign enterprise seize a fresh opportunity to build a new project, or provide them with strategic advice that mitigates risk. Through our understanding of the local culture, the local environment and local customs, we create a seamless partnership with all stakeholders in a construction project so that all ideas and resources are shared and nothing is overlooked. We are often part of a team of specialists assembled to tackle a construction project and we work in unison with other team members to ensure that even the most complex transaction is properly consummated.
When problems arise in construction projects,, IPO PANG often serves as the glue which pieces together all the working parts to ensure that the project moves forward with due consideration for client and budget. Our legal team includes staff that have had solid business experience as entrepreneurs or engineers, which imbues a business, legal, and technical perspective on a construction project unrivalled by other firms. With a big push by the Chinese government to develop its Western regions and literally hundreds of infrastructure projects waiting for investment, savvy investors know that to realize and protect their value in the investment, advice and counsel from IPO PANG is indispensable.
Contracts
Contract negotiation and drafting is perhaps the most frequently requested service at IPO PANG. Year on year, we help hundreds of companies draft every kind of contract imaginable – in English and Chinese, catered to the Chinese peculiarities but holding firm on Western fundamentals regarding dispute resolution, foreign exchange risks, insurance coverage, indemnification, FCPA compliance, confidentiality and full disclosure. Negotiation with a Chinese enterprise is part science and part art. Conveying the message so that the Chinese party can understand, accept, and abide by it requires not only clever draftsmanship but also a deep understanding of the Chinese mind, customs and culture. At IPO PANG, we have been drafting bilingual contracts for many years, ranging from straightforward agreements to complex multi-party projects spanning multiple jurisdictions.
Chinese parties often regard contracts as mere summations of an oral deal, and frequently not enough attention is paid to "what if" scenarios since culturally this is considered "bad luck". As a result, often we must educate the local Chinese on behalf of the foreign enterprise client regarding the need for a contract that anticipates what can go wrong and specific courses of action for resolution.
When we represent a foreign enterprise in China we must fully understand the client's needs and expectations, and more importantly, share with, and predict for the client the local party's next move. It is through this dialogue that the foreign party is able to clearly articulate its needs and maintain its strategic advantage. We work with our foreign enterprise clients to structure and document relationships with suppliers, customers or strategic joint venture partners, including merger and acquisition documents, long term partnership arrangements, purchase agreements, license agreements, distribution agreements and franchise agreements. Our model is to protect our clients' rights, enhance the value of their businesses and investments, and ensure contractually that profits can be remitted back to client's home base in a manner that is unimpeded and consistent with the requirements of the State Administration for Foreign Exchange.
Corporate
Every foreign enterprise that intends to do business on Chinese soil without a Chinese partner must establish a local enterprise – commonly known as a wholly foreign-owned enterprise or WFOE (pronounced "woofie") which for all practical purposes, is a corporate legal person under Chinese law. There are many regulations that govern its operations and tax exposure (some tax incentives are available in certain regions of the country and in certain business sectors), and a whole host of legal and financial "do's and don'ts" that must be followed in order to maintain the license to operate in China.
At IPO PANG, we have a well-earned reputation for our expert guidance in helping foreign enterprises go step-by-step, from A through Z, in establishing their legal presence in China. Our regulatory experts have working relationships with local AIC (Administration of Industry and Commerce) and the local tax bureau so that applications for approval of a particular establishment often sail through the bureaucratic system in record time with minimal difficulties. The key is not only knowing what the authorities want or need to know, but also in having the working and personal relationships that can effectively and legally persuade the authorities to expedite processing so as to prevent undue delays in a ventures' start-up phase. By drawing upon these resources, our establishment and registration team has a nearly 100% success record of obtaining registrations for foreign enterprises with the maximum scope of business allowable by law.
Given that many ventures will undergo strategic change over time, we must consider more than just Chinese corporate law, but also, me must anticipate and advise the foreign enterprise regarding future global issues of divestiture, sale of interest, withdrawal from further investments in China, management and control of the WFOE, corporate liability, personal liability, etc. as well as their implications and stringent reporting requirements on operations domestically. At IPO PANG, we provide a full range of legal services that include corporate registration, compliance, legal audits and sensitive cross-border disclosures and investigations, change of ownership, partnership, buy-sell arrangements, divestiture of business divisions, multi-jurisdictional equity or contractual joint ventures, corporate M&A, and corporate secretarial services. Our multidisciplinary approach through a single team of lawyers lets our foreign enterprise clients enjoy peace of mind and confidence that IPO PANG's one-stop professional services firm is safeguarding their interests.
Corporate Restructuring
IPO PANG has a dedicated division, called Trident China Venture Restructuring that is comprised of experienced specialists whose backgrounds are in management, legal, accounting, production, operations, and marketing. This is the kind of team profile that clients often demand when their Chinese ventures are in distress, and we have earned our reputation for delivering successful results by offering a "one-stop service" that encompasses all of the key facets of business.
In China, even with the most thoroughly written business plans, things sometimes go awry. Perhaps the local partner relationship has soured, the foreign exchange rate has changed, local laws and regulations (or their interpretation) have changed, internal management issues have arisen, or local fraud is suspected. Businesses in China, as elsewhere, can suffer a litany of issues and problems.
We specialize in handling complex multi-province restructurings through a dedicated network of governmental resources that we can call upon for assistance and support. For years we have helped clients through financial and management difficulties. We facilitate turnarounds, and where necessary, our Trident division actually temporarily takes over management and operations to complete a turnkey turnaround for the foreign client in accordance with agreed-upon business plans and guidelines.
Where there are disputes, we facilitate settlements; where capital is needed, we facilitate raising of capital; where a default is pending or where Chinese government threatens penal actions, we intervene to facilitate a moratorium to buy valuable time to work matters out.
IPO PANG's experience and government contacts often prove pivotal in distressed situations, resulting in maximum salvaged value for the foreign enterprise when it appears all hopes are lost. Restructurings, work-outs, standstills, rescheduling of debts and equity, rescues, securitizations, bankruptcy, liquidation, formal and informal restructurings, cram downs, debt to equity swaps, and other forms of capital restructuring, schemes and arrangements are just some of the areas we can provide service. We understand that often restructuring means walking into the fire in unhappy times. Our lawyers are passionate about finding value when all hope appears lost, and take pride in representing the foreign enterprise with zeal. Clients trust IPO PANG because we know how to manage crisis, overcome difficulties, protect interests, recognize potential, maximize opportunities and deliver satisfactory results.
Data Protection
Privacy laws in China take on a different nuance that often conflicts with the Western world's perspective of privacy. In some respects, it is good and in some respects, one can say, there is no privacy when it comes to the government. The free flow of cross-border information in a frictionless medium is a measure of the true tempo of commerce and is a defining feature of today's information technology age.
In this medium, highly sensitive and proprietary foreign enterprise information such as technical details and drawings, customer data, employee files, financial records, and other proprietary and sensitive information can be "zapped" anywhere across the world unimpeded, but for the "Great Firewall of Chinal". Encryption aside, certain data will be subject to monitoring, and certain information and key-word sensitivities will be subject to some level of scrutiny not to mention the object of interest to prying eyes and hackers throughout the world. At IPO PANG, we recognize the opportunities that result from the easy transfer of data, but also recognize the risks it creates and the need for protection and extreme confidentiality and privacy.
The potential for the misuse of sensitive proprietary foreign enterprise data, or worse, the personal information of employees, customers and related third parties is the subject of much debate in China, and one that legislation alone will not solve in the near term. However, strategic internal policies and procedures aimed at preventing misuse and abuse- a form of "self-help" - can often perform more effectively than any legislation or enforcement agency can.
At IPO PANG, we understand privacy, secrecy and bureaucracy and know how to leverage and cram down policies and procedures to assist and facilitate the foreign enterprise with a pragmatic approach to privacy and secrecy. We do so with the clear understanding of the Western perspective of privacy versus the Chinese perspective on privacy, and how to mediate between the two to reach a policy and standard of practice that complies with both Chinese laws and yet, enables the foreign enterprise to maintain its competitive edge by maintaining its most confidential data confidential. By knowing how to maneuver through the Chinese landscape, we help the foreign enterprise avoid false steps and the risk of running afoul of privacy and data protection standards, while still preventing the immeasurable damage of lost consumer trust and confidence should an accidental disclosure be made.
Foreign enterprises should not allow their concerns about data protection to prevent them from establishing operations in China. With our guidance, we can provide a level of internal structure that will maximize the foreign enterprise's confidentiality and competitive advantage.
Employment
China is an excellent source for employee recruitment, whether it be to staff up your local wholly foreign-owned entity ("WFOE") or to recruit employees for the foreign enterprise's domestic operations outside of China. With nearly 4 million college graduates every year across a wide spectrum of disciplines, China has become a human resource capital for hardworking and entrepreneurial talents.
With a population of over 500 million working talents between the ages of 21 and 55, the Chinese government has increasingly begun to focus on, and codify, employment practices into long and winding laws and regulations that govern the not only the hiring and firing of employees, but also the benefits that each employee is eligible to receive as part of his working package.
At IPO PANG, we fully recognize that many of these benefits and regulations impose additional burdens on the employer, but at the same time, we also believe they provide a platform from which a foreign enterprise employer will be able to discipline, incentivize, and terminate a problem employee. Implementing the new regulations in favor of the foreign enterprise employer is what we do - we only represent employers and not employees.
One of the most frequently asked questions from a foreign enterprise is that of executive compensation to be paid a key employee, and the agreements that need to be in place in order to maximize the employer's peace of mind and confidence while minimizing employee tax (which translates to lower total financial commitment by the employer). Having an attractive compensation package to a top executive is a vital tool to attract and retain top talent, and thanks to our local knowledge, we can advise on compensation norms and how to negotiate, as well as draft employment and benefit agreements, and company policies so as to be not only legally compliant but competitive in an increasingly competitive market for top talents.
China's laws regarding employment are subject to frequent change as the government regularly develops and rolls out new policies concerning employment, discrimination, benefit standards, termination rights, and labor union rights. One of the key services IPO PANG provides is to keep its clients abreast of these developments and to isolate problematic provisions that can distract and impact the local wholly foreign-owned enterprise's ("WFOE") productivity. Often a particular problem requires the local employment bureau to provide guidance. Our team of lawyers and specialists draws on years of experience in working with local labor bureaus to advise foreign enterprise relating the best course of action given the current standards of enforcement and practices.
IPO PANG can assist foreign enterprises with their labor needs all the way from recruitment to retirement of its employees, and can provide a seamless integrated professional service to deal effectively with virtually all employment related problems and issues. Because we have experience with many industries, and because many employment issues are industry- specific, we distinguish ourselves from the competition by being able to offer sophisticated advice and solutions to highly sensitive and often combative situations.
We also provide skilled attention to the drafting, implementation and termination of employee benefits programs and compare such programs with the norms for WFOEs in China. Some of our services include negotiating, drafting and translating (English/Chinese) all employment-related documents, such as employment agreements, stock option plans, phantom stock option plans, employment termination, separation and release agreements, resignation agreements and related documentation, confidentiality agreements, secrecy agreements, and intellectual property right and invention assignments, non-compete agreements, and overseas assignment agreements.
At IPO PANG, we believe employees are the foreign enterprise's most valuable asset, as well as its greatest vulnerability. Skillful management of labor issues ensures that the interests of employee and employer alike are adequately protected.
Environmental
Many years ago, environmental protection in China was not a concern. As a result, China attracted many manufacturers who set up local factories because of the then-minimal environmental discharge requirements. This is no longer the case.
With growing environmental awareness and concern, China is changing its laws on the protection of the environment. In light of the Chinese government's recently proclaimed goal to be the "greenest country on the planet" the reach of environmental laws and the associated penalties, fines and assessments that can be imposed on a foreign enterprise operating in China cannot be underestimated.
At IPO PANG, we understand that a comprehensive, sustainable environmental strategy is not only what is needed to meet the current Chinese government requirements, but it is also the moral and "right thing to do". It should be a part of every foreign enterprise's strategic business plan. Environmental counseling, environmental report preparation and approval, environmental stay agreements, arrangement for environmental audits and testing, and environment litigation are just some of the services we offer. The goal is, of course, to avoid litigation whenever possible, and to maximize client efficiency within the confines of the environmental laws. To this end, our legal team and specialists are adept at finding the optimal solution to problematic environmental discharge issues and do so at the lowest cost and maximum efficiency on every occasion. Sophisticated and cost-effective representation is our goal on every engagement.
Our environmental team, consisting of lawyers and specialists, is involved in all phases of environmental transactions as they relate to corporate operations: from permit applications to due diligence; from arranging testing to finalizing evaluation reports; from assessment of potential legal liabilities to reaching settlement with the Chinese authorities on accidental releases; from negotiating and drafting of environmental clean-up and maintenance agreements to actual arrangement for remedial services. We counsel foreign enterprises on risk areas, provide comprehensive analysis of environmental statutes and assist with the drafting and implementation of in-house environmental policies and safety for all employees. Emissions trading, tax breaks, sanctions, and criminal liability are just some of our areas of experience particularly as they relate to the Chinese government.
Our team brings true legal and technical expertise, practical know-how, and problem solving techniques to every engagement, and in this complex and rapidly changing area of law, our experience with the Chinese authorities is an invaluable asset.
Finance
Shanghai, the financial capital for the second largest economy in the world is where IPO PANG is headquartered. But proximity and understanding of the market is only part of the story.
With our accounting partners and regulatory connections, foreign enterprise clients come to IPO PANG because we can get transactions done quickly, efficiently and innovatively, complete with Chinese government support. This in fact is where IPO PANG distinguishes itself from all others, as true "on the ground" sophistication in one of the world's key financial centers is what businesses and foreign investors are looking for in a local legal partner. Our foreign enterprise clients appreciate our ability to navigate through regulatory and structuring matters with ease, and they benefit from our close connections with major institutions in China – connections that come only from years of "toiling in the soil".
Since Chinese institutions often prefer or demand documentation in Chinese, our team is adept at ensuring that documentation meets international standards and is expressed in international legal terms that are acceptable to all parties. This means all documentation will be in both English and Chinese and all communication with our foreign enterprise clients will be in English.
Acquisition finance, cross-border financing, debtor-in-possession financing, exit financing, restructurings, investment-grade financing, asset based lending, operating and managing various investment schemes and structures, start-up financing, bridge financings, and venture capital financing including private placements are just some of the services we provide. Our unparalleled skills in helping enterprises in distress and assisting them with exit financing is often sought after by companies in need.
China is a complicated financial market, heavily driven by the Chinese government, and much influenced by a complex matrix of insiders who may have their own interests at stake. Thus, we understand the importance of leveraging our varied resources and connections to secure and mobilize critical support on behalf of our clients.
Intellectual Property
Since China's entry into the WTO, protection and enforcement of intellectual property rights has improved greatly, but there is still a long way to go. This means THAT every foreign enterprise that is, or plans on doing business in China must have a comprehensive intellectual property protection program that covers not only registration, but education and enforcement. This effort has no geographic boundaries and often requires coordination with the foreign enterprise headquarters. IPO PANG can handle projects as simple as a trademark registration to something as complex as infringement and counterfeiting. Foreign enterprise clients often approach IPO PANG when their rights have been misappropriated or their businesses in China have been the subject of unscrupulous or unfair competition tactics
Our practice involves assisting the foreign enterprise with registration of trademark, copyright and patents, and all related administrative actions, drafting and negotiating agreements, licenses, transfer of technology and related conveyance documents, royalty and franchise agreements, and more. We often consult with the foreign enterprise's R&D departments, identifying key rights to be protected, defend against infringement claims, or structure intellectual property transactions to leverage the foreign enterprise's technological edge. Because of our experience, we partner only with the most capable team members and affiliates, sharing with them our own consistently high standards so as to fulfill the client's needs and aspirations.
Our vast network of investigators and field representatives are adept at investigating, raiding and seizing of counterfeits (with support from the local TSB and PSB). Many of these investigators and managing attorneys have scientific and technical backgrounds which facilitate on-the-spot identification of infringing products. Where necessary, in conjunction with our partners, we bring legal and administrative actions against violators, thereby maximizing the foreign enterprise's Chinese enforcement footprint and sending deterrent messages to all those who may even consider this line of business.
We recognize that often enforcement takes place not only in the courtroom but in the marketplace, and our combination of legal acumen and street savvy places IPO PANG in an elite class of intellectual property counsel. We see intellectual property protection and enforcement as an integral part of a foreign enterprise's strategic entry plan, and we work with our clients to develop a program of intellectual property protection and enforcement that is multi-faceted, including not only defensive but offensive tactics. Only through this unique partnership between ourselves and our foreign enterprise clients are we able to weave a stewardship of the client's intellectual property portfolio that provides results, protection and enforcement capabilities, all wrapped up in a cost-effective package. Where such expertise is needed, our network of local tax lawyers can work closely with the foreign enterprise client to ensure securitization of revenue streams from intellectual property licensing while ensuring that maximum tax advantages are not overlooked. In this way, our clients reap the maximum benefit of their inventions.
International Arbitration
Even in the best of times, and despite the best of intentions, and the best crafted agreements, disputes do arise. In China, failure to resolve disputes quickly and amicably can put the foreign enterprise's entire operation at risk. At IPO PANG, our arbitration practice covers all areas of China and its Special Administrative Regions, and depending on the specific requirements of the dispute, we can resource the right arbitrators to handle the matter in a professional and competent manner.
Our objective is to resolve disputes in favor of our client in the shortest amount of time, in the most cost effective manner and utilizing what are often only limited available arbitration resources in the most efficient way.
Realizing that downtime caused by dispute costs clients money, we believe that time is of the essence in their resolution. Often cooler heads and careful economic analysis of the situation will bring a quick and practical win-win solution to the dispute. We advise the foreign enterprise client on the procedural aspects of the dispute resolution process, and even assist the client in the drafting of dispute resolution clauses for inclusion in contracts and agreements. We also advise clients regarding the conduct of arbitration proceedings and the venue that would likely be most favorable to their interests. When an award has been made in favor of the client, we assist with the enforcement of the arbitral awards.
Foreign enterprise clients come to IPO PANG because we resolve disputes quickly and help them get back to the business of business.
International Trade
Often before a foreign enterprise opens up an office or factory in China, it will engage in international trade with a Chinese local vendor as a way of testing the waters — either as a supplier of products or as a customer of the foreign enterprise's products.
For these foreign enterprises, navigating Chinese trade laws, practices and customs with efficiency is indispensable to their ultimate success as a real business player in China. Our extensive knowledge of the full spectrum of Chinese law, trade and practices, plus our rich experience with customs, government bureaus and agencies such as the State Administration of Foreign Exchange has given us a unique perspective on handling and dealing with complex trade issues.
Whether as a negotiator, adviser or drafter of complex trading agreements, IPO PANG is equipped with the people, the expertise and the know-how to achieve the foreign enterprise's objectives. Our ability to find innovative solutions to complex cross-border issues has been honed by years of experience in the field, often involving high level government contacts in addition to our network of lawyers and specialists. These experiences have served us well enabling our clients to overcome obstacles and resolve matters before they deteriorate local operations. We understand that our foreign clients often feel disadvantaged in China, and our goal is to even the playing field and seek dispute avoidance and resolution under conditions and terms that are acceptable to both sides. Trade barriers, customs and origin, export controls, preferential trade arrangements, indigenous invention rules, and anti-subsidy issues are just some of the areas in which our extensive experience can resolve matters for foreign enterprises.
Licenses, Permits, Approvals
Nearly every foreign enterprise that desires to take part in this vast economic frontier called China asks the straightforward question: "how do you get a license or approval to do it? "
In fact, representing foreign enterprises in order to obtain licenses, permits, approvals and government support for their projects in China is the single largest practice at IPO PANG. , Whether permits are required for factories, retail stores, franchises, distribution outlets, import/export license, medical product marketing (clinical testing and SFDA approvals), film production, ventures, or general business activities, we know how to do it quickly, efficiently and cost effectively.
Our services in this area of practice are unique because we couple the registration/permitting effort with the necessary due diligence and where appropriate, conduct background checks of joint venture partners, vendors and third parties. Thus we equip the foreign enterprise client with as much information as possible so that an informed decision can be made. Our connections at the relevant government agencies that oversee the establishment of foreign enterprises can often be drawn upon to expedite the registration process and to ensure that the benefits of any possible shortcuts are open and available to the foreign enterprise client. Inexperienced firms handling this kind of work often get stalled or delayed, or worse yet, rejected outright for technical reasons which can be overcome only at a cost of precious time and money which start-up operations in China can ill afford.
Our approach to foreign enterprise client intake is comprehensive. We always start by reviewing with the client the venture's needs and objectives, and providing valuable input and insights at the outset that will save the foreign enterprise client time and money down the road.
The Chinese government controls how business is conducted at all levels. Certain businesses, for no apparent rhyme or reason, are simply not open to foreign enterprises. IPO PANG is adept at identifying those prohibited areas, and finding a practical solution to achieving the foreign enterprise's ultimate goal. Often this requires legal maneuvering and clever draftsmanship, while at other times, it requires legally defensible contractual agreements and government approvals that achieve the same purpose but cast the project in a manner that is legal, workable, and acceptable to client and government regulator alike. This is the forte of IPO PANG - expertise derived from years of experience working with local government agencies and the development of key relationships.
Since virtually every significant event affecting business, such as a merger, a major construction project or supply contract, a significant joint venture or major dispute, has a government component, the ability of IPO PANG to clear the way for government acceptance can be the difference between success and failure.
Mergers and Acquisitions
Merger and acquisition may be a suitable option for many foreign companies to enter the Chinese market. While it may be a quick way to get into the market, you need to know exactly what you are combining with or what you are acquiring.
At IPO PANG, our corporate department has over 30 years of experience in structuring pre- and post-combination entities with complex ownership and jurisdictional issues consistent with both the client's objectives and Chinese legal requirements, in addition to the crucial due diligence needed prior to the combination or acquisition. All too often foreign enterprises, in their desire to move forward with a deal quickly, fail to recognize the warning signs that trouble lies ahead with the proposed acquisition or combination. At IPO PANG, we have a group of forensic accountants that help decipher through what is often the "two sets of books" issue involving a Chinese company, and provide the information that enables the foreign enterprise client to make informed decisions on valuation, pre and post-acquisition management relationships, and controls.
Numbers are the language of business and our M&A team is adept at leveraging our experience, business acumen and legal knowledge to facilitate and advise the foreign enterprise client every step of the way. We have experience with many segments of business, including chemical, pharmaceuticals, manufacturing, gaming, information technology, television and radio, telecommunication, oil, food, real estate and health care. We are often called upon to participate in early strategic meetings, and we walk the foreign enterprise client through the issues of structuring, negotiating, drafting, due diligence and completion of the business combination transactions. Where approval is needed from government authorities, we take the lead in obtaining all of the informal approvals before we begin the process, and seek prompt ratification of a formal approval post-acquisition.
In cases where the China operation is merely one component of a larger combination or acquisition, IPO PANG is experienced in working and collaborating across borders with other attorneys, and can take a leading role to smoothly complete the deal.
While risk assessment is an important part of the role IPO PANG plays as a member of the M&A team, we believe that identifying opportunities and value creation are also an indispensable element of the service we provide to the foreign enterprise client. Closing a transaction on behalf of the foreign enterprise client is a given, but enabling the foreign enterprise client to better achieve its Chinese business objectives through clever corporate structuring and management agreements is another whole level of service that many aspire to but few can deliver. At IPO PANG, we have the depth and know-how to assist the foreign enterprise client with virtually every form of combination, acquisition, buyout, takeover and tender offer. We bring to the table on every representation a level of professionalism, astute business acumen, knowledge of the industry and pragmatic commercial sensitivity that is unrivalled by other firms.
Real Estate
The real estate bubble may have burst in the US, but for China, demand continues to out-pace supply, and real estate in China is still sold at a premium. Everywhere in every major city, high rise residential and commercial buildings continue their skyward climb undeterred by the economic woes of the rest of the world.
At IPO PANG, we have been serving the Chinese real estate industry since our establishment in the early 1990's, and with an integrated network of top real estate experts, we can not only negotiate, draft and finalize virtually every kind of real estate documentation, we can also draw on such experts to proffer a more forward thinking approach to real estate investment in China. The services we provide to our foreign enterprise clients begin with initial acquisition and financing through development, leasing and final exit from the property.
Our network of local lawyers, agents, specialists, accountants and experienced managers all work together as a unified, seamless team to deliver what the client needs the most - a closed real estate transaction that achieves the client's objectives. Often this requires knowledge of cross-border issues as well as local customs and practices. Our firm's forté is its ability to coordinate its team of experts in such a way as to dissect a transaction, to see its internal workings, and thereby add value to our foreign enterprise client's transaction. We can do real estate transactions for and on behalf of you anywhere in China, and we also have experience with construction, acquisitions, disposals, financing, leasing, environmental law and use permits.
Retail and Franchise
With over 1.3 billion potential consumers and a fast growing middle class, many foreign enterprises are finding China to be a gold mine for their products and services. In the past, most opted to sell as wholesale distributors and leave the retailing to the local Chinese. However, with the market being so lucrative, and volume increasing exponentially, many branded consumer companies have switched their strategy and entered the Chinese market as direct retailers. This switch in strategy is fuelled not only by demand, but by the easing of Chinese regulations that enable foreign enterprises to obtain direct retailing licenses without the need for a local partner. This has created a bonanza of highly sought after consumer branded companies opening up dedicated stores in shopping malls and elsewhere to directly capture this market.
At IPO PANG, we have advised foreign enterprise clients in all key areas of their retail business, including brand management, commercial and strategic partnerships, and protection of intellectual property rights
Competition in the retail industry in China will continue to escalate as more players enter the market, thereby underscoring the need for experienced representation in all facets of retailing, from brand protection to leasing terms, from marketing and advertising to site selection. At IPO PANG, we proactively counsel foreign enterprise clients on risk assessments and under-valued opportunities. We recognize that retailing isn't suited for every company, but for some, it has been the engine that has fuelled the company's growth. A well-executed business plan could mean great success, while poorly planned initiatives result in resounding failure. The challenges facing retailers are compounded by a highly-competitive and complex retail landscape in China where the ground rules are constantly shifting.
For some foreign enterprise clients who have succeeded in retailing, often the next step is franchising or opening up of licensed stores. At IPO PANG, we assist these clients with their expansion by helping them obtain the necessary permits and approvals, and by drafting and structuring their relationships with licensees, suppliers, customers or strategic partners. Our service extends beyond merely drafting the documents necessary to create and preserve these relationships. We also find ways to enhance the value of our client's business by scrutinizing their operations and offering practical suggestions to improve efficiency. We negotiate, draft and counsel our foreign enterprise clients regarding all commercial agreements related to franchising/licensing of retail stores in China, including ancillary agreements such as logistics and warehousing agreements, supplier agreements, revenue sharing agreements, license handbook, audit policies, outlet code of conduct and other agreements and documents related thereto.
Tax
Taxation in China is perhaps the most widely misunderstood area of Chinese law. It is characterized by archaic and complex regulations, and even a foreign-owned entity with the best of intentions can find itself running afoul of the tax code. The complex universe of Chinese tax law needs to be deciphered by specialists who not only understand the legal requirements of the law, but who also have relationships with the local tax authorities that enable them to obtain advice and counsel.
Unlike many Western legal systems, an official of the local tax authority has the power to collect and abate a transaction, as without his approval (as signified by his chop), subsequent steps in a given transaction cannot move forward. As a compendium to our practice in Licenses, Permits, Approvals and Government Support, we offer sound tax counsel through our accounting partner and certified public accountancy, along with our own confirmation of the proffered tax advice via our own contacts in the taxing authority. This two pronged approach enables us to offer our foreign enterprise clients the highest degree of confidence in the tax advice rendered, bar none.
We assist clients with their tax matters in a variety of ways, including counseling clients on an optimal tax strategy, assisting with audits, filing administrative appeals, and working with the tax authority on structured payments. The Chinese government, not unlike other governments throughout the world, is aggressively pursuing additional tax revenue through a closure of loopholes, pursuit of deadbeat tax payers and setting in place "chop gates" that impede flow of commerce that lacks proper tax scrutiny.
Foreign enterprises can avoid nasty tax problems by working with IPO PANG to design and implement tax programs that will minimize tax-related down time and maximize value. We emphasize the development and implementation of creative and innovative solutions to tax assessments and spend the time to lay out a future road map for our foreign enterprise clients so as to avoid or minimize taxation wherever possible. Compliance along with creativity, innovation, value, cost effectiveness and practicality is the key outcome we strive for in every engagement.
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