Katten has one of the most active China practices among U.S. law firms. Our China Practice regularly represents both U.S. and European companies and investors doing business in China, as well as Chinese companies in their business activities in the United States. Our proactive, multidisciplinary approach ensures that deals get done in compliance with Chinese regulatory requirements.
Katten has a team of experienced attorneys permanently based in Shanghai and also maintains a core China Practice team in its Chicago office, which works seamlessly with the Shanghai office to serve our China- and U.S.-based clients on a 24/7 basis. Clients benefit from our knowledge of Chinese local law and practices, our language and communication skills, and our relationships with central, regional and local governments and businesses in China. The insights of our bilingual and bicultural attorneys help Western investors overcome cultural differences to succeed in China and Chinese clients to succeed in the United States. Visit our Shanghai office site at kattenlaw.cn.
Our China Practice focuses on the following areas:
Foreign Direct Investment in China
Our attorneys represent multinational companies and other foreign investors in all aspects of structuring and establishing foreign investment vehicles throughout Greater China, including forming wholly foreign-owned enterprises (WFOEs) and negotiating joint ventures. In connection with these investments, our attorneys assist clients with conducting due diligence investigations, negotiating and drafting documentation, and preparing applications for government approvals.
We also advise clients with respect to strategic alliances, supply/outsourcing relationships, financings, restructurings, exit strategies and disposals, commercial contracts, and employment and other regulatory matters. Attorneys in our China Practice have substantial experience structuring foreign investments in all sectors of China’s economy, providing clients with solutions that are both creative and practical. Although our approach is universal, examples of the areas in which our attorneys have applied innovative structures and techniques include value-added telecoms, retail and franchising, publishing, manufacturing, consulting, media sponsorship, education and public relations, aviation and logistics, many of which are still restricted for foreign investment.
Outbound Investment by Chinese Investors
Chinese enterprises and individuals increasingly are investing and establishing entities in the U.S. market, as well as participating in overseas merger and acquisition transactions. Katten provides a full range of legal services relating to U.S. incorporation, taxation and financing. Our attorneys have represented a number of Chinese companies in some of the largest M&A transactions undertaken overseas by these companies. Together our attorneys in the Shanghai office and our bilingual and bicultural China Practice team in the United States regularly represent Chinese clients in their exploration of the U.S. market and in their business expansion efforts. Our attorneys assist Chinese clients with the following:
- Drafting international trading contracts, international sales contracts and financial services contracts.
- Establishing new offices or branches in the United States, including limited liability companies, C corporations, S Corporations, small-scale enterprises and nonprofit companies.
- Participating in M&A deals in the United States.
- Purchasing, leasing and investing in real property in the United States.
- Negotiating and drafting documentation in financial transactions with U.S. financial institutions and other institutional investors.
- Handling U.S. employment and labor security issues.
- Completing intellectual property rights searches and registrations.
- Applying to various departments and institutions of the U.S. federal and state governments for licenses, permits and approvals.
- Applying and obtaining financial support and preferential treatment from different state governments, including acquisition of bank loans, employee training, infrastructure construction funds, flexible tax treatment, tax deduction and tax exemption.
- Handling arbitration or litigation relating to contract disputes involving U.S. parties.
- Handling bankruptcy cases involving U.S. parties with the aim of protecting clients’ legal interests to the greatest possible extent.
Cross-Border M&A by Foreign Investors in China
Foreign investors’ M&A activities in China are being driven both by the opportunities presented by the ongoing opening of China’s market and by the need for consolidation and rationalization of existing foreign investment portfolios. Over the past few years, more and more foreign investors have entered the Chinese market or expanded their operations in China through mergers and acquisitions rather than establishing their own greenfield projects in China.
Our attorneys have extensive experience in cross-border mergers and acquisitions among foreign-owned businesses operating in China and between Chinese companies and offshore foreign businesses and investors, including the acquisition and sale of both Chinese businesses and foreign-owned operations and assets in China. We are conversant in the full range of tax, regulatory and other issues common to M&A transactions in China and we provide our clients with a full range of services, including drafting term sheets, LOI and confidentiality agreements; performing due diligence; formulating and implementing transaction plans, strategies and tactics; negotiating and drafting sale and purchase agreements and other transaction documentation; participating in board meetings; and making proposals and managing auction procedures and closing activities.
Private Equity, Venture Capital and Capital Markets
Katten has a robust VC/PE practice in China. Our attorneys in Shanghai serve as regular counsel to a number of prominent U.S. and Chinese PE/VC firms in China and have also represented numerous start-ups and growth companies in many high-profile investment transactions. We have extensive experience assisting both investors and investee companies with the structuring and regulatory aspects of such transactions, especially transactions in restricted areas in China. We also represent Chinese companies in U.S. IPOs, Rule 144A offerings, Regulation S offerings and private placements. Our attorneys advise many leading private equity funds and sponsors, representing their portfolio companies at every stage of the corporate life cycle.
Customs and International Trade
Surges in imports from China, antidumping/countervailing duties, merchandise exclusion orders and other trade measures present potentially devastating consequences for importers and exporters of Chinese articles. We advocate our clients’ interests in the customs and trade remedies arena before numerous government agencies, including U.S. Customs and Border Protection, the U.S. Department of Commerce, the Committee for the Implementation of Textile Agreements, the U.S. International Trade Commission and the Office of the U.S. Trade Representative. We provide services related to tariff classification, value, country-of-origin determination and marking, enforcement actions, antidumping/countervailing duties, relief from surging imports (section 482 proceedings), hindrance to foreign market access and U.S. retaliatory measures (section 301 proceedings), and intellectual property infringing imports (section 337 proceedings).
Our China Practice helps clients expand their export markets, manage their regulatory burdens and risks, and meet government compliance obligations. We assist clients by assessing unseen risks in the complex rules on exporting physical commodities and the subtle controls on sharing technology and software with foreign nationals. We also work to identify opportunities under regulatory exceptions to export licensing requirements as well as classification/licensing, technology transfers/deemed exports, encryption controls, penalty representation, Office of Foreign Assets Control and ITAR compliance.
Intellectual Property, Technology Transfer, and Cross-Border Licensing and Franchising
Katten attorneys provide comprehensive counsel on cross-border technology transfer and licensing transactions, as well as acquisition and management of patents, trademarks, copyrights and other intellectual property (IP) portfolios in and related to China. We also provide litigation and other enforcement strategies to victims of intellectual property infringement and work with trial lawyers and Chinese agents to obtain relief from the local courts and agency enforcement authorities, including the Chinese Copyright Office, Intellectual Property Office, Trademark Administration, Industry and Commerce Bureau, Technology Supervision Bureau, and Food and Drug Administration.
We have been successful in developing and implementing innovative solutions to difficult problems in IP licensing/franchising and protection and IP rights in Asia, including developing structures to facilitate the remittance of royalties in foreign currency and the minimization of withholding and business taxes. Our attorneys were pioneers of China’s cross-border franchise practice. We also structure legal and practical schemes in the workplace for the advance protection of intellectual property and confidential information.
Litigation and Arbitration
We have extensive experience in cross-border litigation and arbitration. In order to assist our clients in achieving their business objectives in China or in the United States, before initiating each case our attorneys always endeavor to fully understand each client’s business objectives and then develop appropriate litigation strategies and form the best litigation teams possible on that basis. Our service covers a wide range of areas, including commercial litigation, environmental litigation, insurance and health care fraud litigation, maritime litigation, securities litigation, white collar crime and civil litigation, consumer class action, litigation concerning breach of fiduciary duties, product liability, real estate and tort liability.