Formation and Deployment of Private Equity Funds
We are one of a few PRC law firms that can provide "one stop shopping" for our private equity/financial sponsor clients. Our private equity practice is among the top tier in the country in terms of both the fund formation and the deployment part of work and is one of the most active and knowledgeable resources in the PRC fund community.
We have substantial experience in all stages of private equity investments, including fund formation, early and late stage equity investments, buyouts and mezzanine financings. Our lawyers have represented many of the most active private equity and venture capital firms operating in China. We also represent portfolio companies with respect to their financing and exit transactions on the M&A and IPO side.
Fund Formation Our fund formation practice is an important element in the comprehensive services we provide to our private equity clients, including mergers and acquisitions, acquisition finance, securities, executive compensation and tax planning. Our lawyers have been at the forefront of fund formation practice from the very beginning of the development of China's private equity sector. Our lawyers initiated and led the efforts to help the Ministry of Commerce, the State Administration of Taxation and several other central Chinese government agencies to re-draft China's first foreign invested venture capital fund rules. Our lawyers were also involved in the legislation process of other major pieces of PRC private equity regulations, including, inter alia, being part of an ad hoc task force in connection with the draft Industry Investment Funds Regulation initiated by the National Development and Reform Commission. With respect to the formation of RMB equity investment funds involving foreign investments, we have always been keeping a close watch on the regulatory update and latest practice of relevant PRC government authorities regarding RMB equity investment funds established in the form of limited partnership with an offshore fund manager (or its onshore WFOE) as the general partner.
Our lawyers are pioneers in the formation of various China-focused private equity funds (including VC funds) with foreign investments in China. We have represented fund sponsors, investors, and managers in formation of numerous offshore and parallel funds with investment strategies focused on assets/enterprises in China. In recent years, with the efforts made by various levels of PRC government authorities to gradually improve and further explore the legislation and practice in respect of foreign invested RMB funds, we have also participated in and instructed the formation of several Sino-foreign non-legal person cooperative venture capital enterprises as well as limited partnership RMB equity investment funds within China involving overseas investors and/or foreign fund managers.
Fund Deployment and Private Equity Investments In addition to structuring and organizing private investment funds, we also actively advise our private equity clients on the acquisition and financing of public as well as private businesses and making all types of inbound private equity and venture capital investments. We regularly represent private equity investors, venture capitalists, private equity fund sponsors and managers in a wide variety of private equity transactions, including buy-outs (leveraged and non-leveraged), early and late-stage venture investments, and restructurings and recapitalizations. Our lawyers are familiar with the processes, structures, and conditions commonly adopted in different types of private equity and venture capital investment deals and have a thorough understanding of and extensive experience with the deal structures as well as the transaction documents and terms for various types of investments (whether equity investments or debt investments, direct investments or contractual control arrangements, and etc.).
Exit Our lawyers routinely represent our fund clients, their portfolio companies, financial advisors and underwriters in structuring the exit to maximize the upside, using knowledge of the target company built up over the investment life cycle. We are experienced in trade sales and securities offering at both domestic and international capital markets.
At Han Yi, we understand that success requires not only technical legal skills, but also commercial sophistication, common sense, top-quality project management and the ability to communicate effectively. Our private equity team prides itself on having these attributes as well as a wealth of experience in structuring and executing institutional and management-led buyouts, follow-on acquisitions, IPOs and trade sales.
Our lawyers regularly represent buyers, target companies, investment bankers, controlling shareholders, financial advisers, management investors, lenders and other institutional investors in M&A transactions involving PRC interests.
We represent strategic and financial investors with respect to their M&A activities in China, spanning a broad spectrum of sectors and industries, including without limitation, traditional manufacturing, food and brewing, general consumers, chemicals, real estate, telecommunications, mineral resources, commercial chains, education, hi-tech, network, movies and TV media, medical devices, marine fishing, ships, electric power, banking, insurance, trust investments, guarantee and other financial areas. We also represent international and domestic companies on the seller side with respect to such transactions. In addition, we frequently act as counsel to investment bankers on transactions where they are engaged as financial advisors for target companies or acquirors. Our in-depth industry knowledge and familiarity with the ever-changing Chinese laws and practice enable us to come up with creative and novel deal structures for our clients often in seemingly impossible situations.
Our lawyers have worked extensively in all major types of M&A deals, including domestic and cross-border mergers and acquisitions, acquisitions as part of privatizations, tender offers, negotiated acquisitions and divestitures, leveraged buyouts, acquisitions of distressed assets, and purchases, sales and spin-offs of parts of businesses. We are capable of providing comprehensive legal services to parties involved in various types of M&A transactions, including, among others, preliminary legal feasibility analysis, preparation of letter of intent and term sheet, legal due diligence, deal structuring, documentation, negotiation and assistance with execution of transaction documents, verification of closing matters, assistance in approval processes, and supervision on performance of post-closing obligations, so as to ensure the lawful, effective and smooth consummation of the relevant M&A transactions.
A significant portion of our M&A mandates involves advising on transactions ranging from acquisitions of large-scale PRC state-owned enterprises, anti-monopoly filings, information disclosure of public companies, privatization transactions, significant minority investments, to financing spin-offs and recapitalizations. Our lawyers also frequently advise major corporations in M&A activities involving financial services industry.
We have extensive experience with various regulatory compliance issues. Our dedicated regulatory compliance team has provided professional, timely and comprehensive legal services for clients from numerous industries and backgrounds on their regulatory compliance matters.
Our main regulatory compliance services include:
1. Cybersecurity and Data Compliance, including data compliance system review and formulation of data compliance plans;
2. Anti-Bribery and Anti-Corruption, including assisting clients to conduct internal compliance investigations and dealing with government investigations;
3. Antitrust and Competition Law, including providing legal opinions on merger control filings and assisting clients in dealing with anti-trust and competition law related investigations and proceedings;
4. Corporate Compliance Matters, including formulation of various internal company codes and policies, advice on labor and employment matters and assisting our clients to handle various labor conflicts;
5. General Compliance Matters, including providing professional legal analysis and advice on various other compliance matters arising out of our clients’ daily operations; and
6. PR Crisis Management, including drafting various statements and announcements for media communication or publication to assist our clients to cope with unexpected events from a legal perspective.
Our lawyers have represented foreign parties and foreign invested entities in numerous China-related arbitrations, including arbitrations before the China International Economic and Trade Arbitration Commission, and in litigation in the Chinese courts. We have also assisted both Chinese and foreign clients in several complex disputes that involved simultaneous, inter-related litigation or arbitration in different jurisdictions. We have participated and represented our clients in a wide variety of disputes and cases, including, among others, labor and employment disputes, equity investment disputes, various commercial and civil contracts disputes, financing, loan and mortgage disputes, property rights disputes, defamation disputes and IP infringement disputes.
Our lawyers have substantial experience in participating in and handling commercial and civil arbitration and litigation cases at different stages of judicial proceedings, including, among others:
1. to provide feasibility analysis on the initiation of arbitration, litigation or other legal actions, and to assist our clients to formulate legal action plans;
2. to assist and represent our clients to conduct consultations and negotiations with the opposing party to a dispute/case or other related parties prior to the initiation of arbitration or litigation;
3. to represent our client to initiate arbitration or litigation, and to assist our clients to apply to the relevant PRC people’s courts for property preservation before or during the arbitration or litigation proceedings, or for other compulsory measures;
4. to assist and represent our clients to settle with the opposing party, and to draft and negotiate settlement agreements;
5. to represent our clients to appeal against judgments of trial of first instance, or initiate the judicial supervision procedure against effective judgments;
6. to represent our clients in the enforcement procedure; and
7. to assist our clients to raise objection or apply for enforcement correction with respect to properties that have been seized, frozen or enforced by the court.
We serve as outside counsel on all types of general corporate matters for a variety of major multinational companies as well as leading domestic Chinese companies in such diverse industries as consumer credit, biotech, chemicals and petrochemicals, construction and real estate, manufacturing and sales of automobiles and automotive parts, consulting services, commercial retails and chains, banking, insurance, trust, automotive finance, fund management and other non-banking financial businesses, hotel management, domestic and international trade, investment management, electronic information, media and telecommunications, manufacturing and sales of food and pharmaceuticals, and public utilities.
In the general corporate area, we provide comprehensive PRC legal services to all types of corporate clients on issues arising out of their daily operations, including, among others:
1. to assist our clients to draft, review and negotiate various business contracts involved in their daily operations (e.g., lease agreements, purchase agreements, form purchase orders, management agreements, OEM agreements, contracting agreements, technology service and licensing agreements, trademark licensing agreements, sales agency agreements and distribution agreements);
2. to assist our clients to draft, review and negotiate various financing documents (e.g., loan agreements, guarantee and counter-guarantee agreements, equity pledge agreements, land and housing mortgage agreements, machinery and equipment mortgage agreements, and inventory or floating mortgage agreements);
3. to serve as corporate secretary and assist our clients to convene and organize regular and interim shareholders meetings and board meetings, and to assist our clients to draft and execute shareholders resolutions, board resolutions as well as other constitutional documents;
4. to provide legal services on regulatory and compliance matters, including, without limitation, to assist our clients to formulate and implement various internal company rules and policies (e.g., internal codes of business conduct, anti-bribery codes, employee handbooks, and reimbursement systems), to advise on anti-corruption issues involved in daily operations and based on special industrial regulatory requirements (e.g., healthcare and financial sectors), and to assist our clients to conduct internal investigations on employees’ non-compliance activities, to deal with government investigations and to facilitate communications with relevant government authorities;
5. to assist our clients to handle various competition law matters involved in transactions and operations, including, without limitation, to provide legal opinions on merger control filings and other anti-trust issues involved in M&A transactions and other forms of business combinations, to advise on competition law issues related to daily business (e.g., monopoly agreements, pricing, distribution arrangements, tie-in sales, etc.), and to assist clients to deal with anti-trust and competition law related investigations and proceedings;
6. to assist our clients to handle various labor law matters, including, without limitation, to assist with structuring cross-border employment arrangements, to advise on labor and employment matters involved in daily operations, to formulate internal human resource management rules, to draft and review form labor contracts and non-compete and confidentiality agreements, to handle and solve various labor and employment disputes, to convene employees general meetings on behalf of companies, to negotiate labor remuneration, liquidation compensation, severance pay and other labor related matters with employees and labor unions on behalf of companies, and to assist clients to handle labor conflicts and public relations crisis;
7. to provide professional legal analysis and advice on various other compliance matters arising out of our clients’ daily operations (e.g., land use right issues, capital contribution methods and schedules, taxation, Customs procedures, IP registrations and protections, and foreign exchange concerns), and to assist our clients to communicate and coordinate with relevant PRC government authorities on those matters; and
8. to assist our clients to cope with unexpected events from legal perspective, and to assist our clients to draft various statements and announcements for media communication or publication.