Pinsent Masons in Asia Corporate & Commercial

Transcription

1 Pinsent Masons in Asia Corporate & Commercial

2 Pinsent Masons in Asia Corporate & Commercial About Pinsent Masons Pinsent Masons is a full service commercial law firm with 250 partners, a total legal team of around 900 and more than 1,500 staff. The firm ranks in the top 15 of UK law firms and in the top 100 of law firms globally. We have UK offices in London, Birmingham, Bristol, Edinburgh, Glasgow, Leeds and Manchester. Asia Offices We have been active in the Asia Pacific region since the early 1980s. Our knowledge of the region and involvement in some of its most high profile and important projects underscores our commitment to assisting clients throughout Asia. Our Hong Kong office opened in 1982 and has continued to expand both in size and practice areas. It is firmly established as one of the leading firms in Hong Kong. In the People s Republic of China (the PRC), we opened our first office in Guangzhou in 1993, and our second office in Shanghai in Due to the continued growth of our China practice, we recently opened an office in Beijing. International Network In addition to the UK and Asia Pacific offices, Pinsent Masons has offices in Brussels and Dubai, as well as relationships with like-minded firms in Germany, France, Holland, Austria, the Czech Republic, Slovakia, Hungary, Poland, the Baltic States and Scandinavia. Our Experience With over 20 years of experience in Hong Kong and the PRC, Pinsent Masons is ideally placed to provide the corporate advice needed to enable foreign companies to transact business with Chinese companies or invest in or enter the Chinese market. We know the PRC and understand the importance it has in the minds and strategies of businesses throughout the globe. Like many of these businesses, we are investing heavily in our corporate capability in Asia, matching our international reputation for corporate work with our proven knowledge, experience and understanding of the region. In addition to Hong Kong and the PRC, we have advised on significant matters in India, Pakistan, Malaysia, Singapore, Thailand, Indonesia, the Philippines, Taiwan, Vietnam, South Korea, Australia and New Zealand. Where necessary, we utilise our close affiliations with local law firms to obtain local law expertise. Many of our lawyers are qualified in other jurisdictions throughout the Asia Pacific region. Many have also worked in industry combining their legal expertise with first-hand technical and commercial experience. We can transact business in Mandarin and other major Chinese dialects, including Cantonese and Shanghainese. We also have lawyers who are fluent in several Indian languages and Japanese. 2

3 The Corporate Team Our Asia corporate team is staffed out of our offices in Hong Kong, Shanghai and Beijing. Our lawyers come from diverse backgrounds yet they share in common a sector-specific approach to practical commercial advice which is tailored to the local markets. Whilst we are based in three offices, we often find ourselves working in other locations to suit the convenience of the deal and the requirements of our clients. We staff each transaction with a mixture of lawyers with broad international experience of comparable transactions and local lawyers who have an in-depth understanding of the relevant laws, procedures and regulations. For example, the due diligence team for a PRC-facing acquisition would largely comprise PRC-qualified lawyers acting under the direction of senior lawyers who have concluded numerous similar transactions. 3

4 Areas of Activity Mergers and Acquisitions The firm has a first-rate reputation in corporate matters generally as well as in mergers and acquisitions. Our lawyers have considerable experience in major transactional work in Hong Kong, the PRC and throughout Asia, and we are able to offer clients international legal expertise together with innovative solutions to match their business objectives. We advise on a wide range of corporate transactions, including: Private and public company mergers, acquisitions and disposals Corporate restructurings and reorganisations Management buy-outs and buy-ins Joint ventures and partnerships Participation and investment agreements Shareholders agreements Regulatory and compliance Corporate Finance We advise on corporate finance and securities matters, including public offerings, regulatory issues and a variety of other advisory matters. In addition to our foreign clients, we advise Hong Kong-based companies on their flotations on the Hong Kong Stock Exchange (HKSE) and the Growth Enterprise Market (GEM). We also act for PRC-based companies on their flotations on the HKSE, GEM and other stock exchanges (such as the London Stock Exchange and its Alternative Investment Market (AIM)). We act for international brokers and banks on Hong Kong securities regulations. We frequently advise on the regulatory aspects of offers by local and overseas issuers of debt and equity securities (including B and H shares issued by the PRC companies) to the public or to institutional investors. In this regard, our lawyers have assisted in establishing a number of funds in Hong Kong and have counselled our clients through the regulatory process for unit trusts and mutual funds. As such, we are familiar and often deal with the Securities and Futures Commission and the Hong Kong Stock Exchange. Once listed, we often advise companies and their directors on continuing listing obligations. Private Equity and Venture Capital Private equity investors are at the forefront of the M&A market. Our specialist team of private equity lawyers has worked closely with investors, management teams, buy-in candidates and private equity-backed companies as the market has evolved. Today, our clients benefit from the experience, skills and contacts we have gained by acting throughout Asia on all sides of private equity transactions of all sizes, from venture capital to large leveraged buy-outs. We have developed sophisticated project management systems and we know we can deliver projects on time and within agreed budgets. Our approach is commercial and practical. We are here to get deals done and we can do them anywhere with highly-rated teams. We can add value in the following ways: Structuring at the term sheet stage Transaction and bid planning Analysis of risk Formulation and negotiation of management incentive plans Provide industry, regulatory and specialist advice Appraisal and recommendation of financing options on leveraged deals Planning for and executing exits 4

5 Commercial Transactions We provide comprehensive legal services for corporations. As such, we advise on a wide range of commercial matters, including: Distributorship arrangements Sale of goods Agency agreements Franchise and licensing relationships Manufacturing, supply and processing agreements Management services contracts Consulting and technical assistance arrangements Terms and conditions of business Corporate Secretarial Services Our corporate secretarial services department provides a comprehensive range of secretarial services to our corporate clients, which include: Provision of ready-made or off-the-shelf companies (both Hong Kong and foreign) Formation of special purpose companies Company secretary services Registered office Nominee shareholders Custody and maintenance of statutory books Overseas company registration and correspondence address in Hong Kong Authorised representative Business registration Intellectual Property / Information Technology In many corporate and commercial assignments there will be intellectual property or information technology issues. The corporate team works closely with specialist lawyers within the firm in these areas of practice. Within Asia, Pinsent Masons has a highly regarded group of lawyers who focus on intellectual property and information technology. Employment Our employment team provides advice across a broad range of employment issues. We always aim to provide practical and effective solutions to our clients balanced with focused and commercial advice. We have experience in the following: Senior executive service agreements and employment contracts Standard terms and conditions of employment (including employee handbooks) Consultancy agreements Share option and employee share ownership schemes Management incentive plans Compensation and benefits structuring Redundancy and termination of employment Restrictive covenants and confidential information Immigration and employment visa applications We also advise on the employment and incentive scheme aspects of acquisitions, disposals and corporate reorganisations. Deregistration Process agent 5

6 Areas of Activity China Practice Lawyers in our China practice team have a wealth of knowledge and understanding of the legislation and administrative systems of the PRC. We provide strategic, on-the-ground advice to a diverse number of international clients on all aspects of doing business in the PRC as well as assisting Chinese companies with their international operations. Our knowledge and close involvement in the PRC market enables us to assist our clients in liaising with central and local government authorities to apply for and obtain the necessary approvals and licences. The experience we have gained in relation to PRC matters over the years makes it possible for us to offer comprehensive advice to our clients covering all legal aspects of their business, both within and outside of the PRC. Our multi-disciplinary team comprising lawyers from a number of different jurisdictions ensures we are able to deliver the standard of legal services required by our international clientele. The China practice team comprises numerous lawyers based in Hong Kong and the PRC advising on a broad range of matters. They are supported by a number of PRC lawyers and China specialist lawyers who are qualified in the PRC, and when necessary, we utilise local counsel. We are fluent in Mandarin, Cantonese and other Chinese dialects and can prepare documentation in Chinese. The key areas of expertise of our China practice include: Establishment of equity and co-operative joint ventures, wholly foreign-owned enterprises and representative offices Mergers and acquisitions Private equity and venture capital Corporate finance, including the issue of B and H shares and other securities matters Supply chain management arrangements, including manufacturing, warehousing, distribution, wholesaling, franchising and retailing Commercial contracts, including outsourcing Employment law Banking and finance Infrastructure, energy, water and natural resources projects Restructuring, reorganisation and insolvency Regulatory and compliance 6

7 Our Approach Understanding the Markets It is important to us to understand the markets our clients are in, their business aspirations and the pressures they face. This is the philosophy that has driven our sector-focused development, seeing us build multi-disciplinary teams expert in a number of sectors which ensures our advice to clients is in context and sensitive to their market. Fees We are committed to providing cost-effective services without compromising quality. As such, we select staff with the appropriate level of expertise and experience for each assignment. Our aim is to work in partnership with our clients. If aspects of a matter can be more cost-effectively handled by our clients in-house resources, we work with them to structure and resource the work appropriately. We strive to ensure that our charges are not only reasonable in the circumstances but are also in line with our client s budgeting requirements and current market rates. 7

8 For further information please contact Dale Fischer T E dale.fischer@pinsentmasons.com Andrew Lui T E andrew.lui@pinsentmasons.com LONDON BIRMINGHAM BRISTOL EDINBURGH GLASGOW LEEDS MANCHESTER BEIJING BRUSSELS DUBAI HONG KONG SHANGHAI 075 5/07