China > Legal market overview
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The past year saw a general reduction in China-related M&A activity, with the weak global economy, the sovereign debt crisis in Europe and China’s leadership change all being contributing factors. The private equity sector in Greater China has also struggled in recent times, and the continued uncertainty in the global economy and shifting investment strategies have led to an increase in divestments by multinational companies and other foreign investors.
Nonetheless, the enthusiasm of Chinese state-owned enterprises (SOEs) for energy and resources assets continues to drive outbound investment, as indicated by several significant oil and gas deals announced by Chinese oil companies in relation to assets in Latin America, Canada, the US, Australia and Africa, as well as increased activity in the renewable sectors, both on the inbound and outbound sides.
King & Wood Mallesons again provided the legal market’s breaking news, in July 2013 sealing a merger with UK legal practice SJ Berwin LLP; the tie-up is set to go live in November 2013. Other highlights included Norton Rose LLP’s combination with US law firm Fulbright & Jaworski LLP to form Norton Rose Fulbright, adding Hong Kong and Beijing-based Jeffrey Blount and Jie Zhang to the practice.
Recently opened mainland China offices for international firms include Eversheds LLP launching in Beijing with two new partner hires in corporate energy law expert Ingrid Zhu-Clark, who joined from the Beijing office of Morgan Lewis LLP, and corporate lawyer Jay Ze; and Seyfarth Shaw LLP opening a new Shanghai office after hiring DLA Piper’s Wan Li as its chief representative. DLA Piper also recruited, bringing in Hong Kong based China energy head Carolyn Dong from King & Wood Mallesons.
Among other developments, Vinson & Elkins L.L.P. announced the closure of its Shanghai office; Milbank, Tweed, Hadley & McCloy LLP appointed new leadership in China, with Anthony Root, the former head of its Asian corporate practice and Greater China offices, retiring in May 2013 and corporate partner Edward Sun, the chief representative of the firm’s Beijing base, set to leave before the end of the year; and Akin Gump Strauss Hauer & Feld LLP bolstered its Beijing corporate practice with the addition of Chen Li, who joined from Milbank, Tweed, Hadley & McCloy LLP.
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On November 13, 2013, the Shanghai Municipal Government issued the Tentative Measures on the Administration of Foreign Owned Medical Institutions in China (Shanghai) Pilot Free Trade Zone [Hu-Fu-Ban-Fa  No.63] (" Measures "). According to the Measures, a foreign investor, who has engaged in medical institution investment or management for 5 years or more, may, upon the approval by the relevant local government authorities, set up a wholly foreign owned medical institution (" Medical WOFE ") in the Shanghai Pilot Free Trade Zone (" Shanghai FTZ "). Also, the Measures might open up an investment opportunity for foreign capital to enter the nursing home market in China.
The General Administration of Customs (" GAC ") issued Announcement  No. 58 (" Announcement ") on October 30, 2013, announcing its decision to further reform the customs clearance procedures for importation and exportation, whereby as from November 1, 2013, an AA Category enterprise in China Customs' AEO (Authorized Economic Operator) program, after filing application and signing an MOU with the customs, may choose to file import/export declarations and have the goods cleared at the local customs office of the place where such enterprise is located rather than where the port of entry or exit is located (" Privileged Model ").
Chinese customs authorities have recently stepped up price investigations focusing on cross-border payments of intellectual property ("IP") royalties or license fees. More and more multinational companies ("MNC") have been chosen by the customs as principal audit/investigation targets for their royalty arrangements between Chinese subsidiaries and foreign parent companies or other associated parties. HaoLiWen customs practice lawyers have been approached by some of MNCs to advise on dutiability of such royalty payments and any risk exposure to customs law violation or even smuggling.
On August, 2013, a consumer filed a complaint for misleading advertising with Dong Xin AIC (Zhejiang province) against Hangzhou-based roasted nut and dry-food producer Yaotaitai.
The State Council has approved establishment of China (Shanghai) Pilot Free Trade Area ("SHFTA") and more flexible, efficient and open economic administration will be carried out within SHFTA. In summary, two aspects of breakthroughs are relevant to foreign direct investment in SHFTA.
On August 22, 2013, MOFCOM announced that the State Council of China approved the establishment of Shanghai Pilot Free Trade Area ("SHFTA") to cover four customs supervision zones (Shanghai Waigaoqiao Free Trade Zone, Waigaoqiao Bonded Logistics Park, Yangshan Bonded Port and Shanghai Pudong Airport Free Trade Zone), with a total area of 28.78 square kilometers. It was reported that SHFTA will be formally established by the end of September, 2013. Early in September, the NPC StandingCommittee will determine adjusting some administrative examination and approval measures under some laws to be applied to SHFTA.
Normally perceived as a very small piece in the whole picture of production and distribution, product labeling is seldom taken seriously by distributors. However, the consequences of improper label are exceptionally severe in serious cases, including but not limited to:
China's regulation of so called " Novel food " is changing.
In this issue:
Product design is playing an increasingly important role in commercial competition nowadays. Other than product quality, it is the design of a product that draws consumer's attention. A well designed product is more likely to impress consumers with its fashion appearance.
Stamford Law advised Jurong Consultants Pte Ltd, a party in the Banyan Caverns Storage Services Pte Ltd ( BCSS ) consortium, in a successful joint venture bid to operate the Jurong Rock Caverns. The operatorship of South East Asia's first subterranean hydrocarbon storage facility will be for a period of 15 years and has a contractual value of about S$200 million.
Attorney and Partner Søren Stenderup Jensen has written an article about the Danish Government's new resource strategy "Denmark without waste" in the recent edition of ILO's newsletter on environmental law.- Plesner
Stamford Law successfully appealed in the Singapore Court of Appeal against a High Court judgment which held the main contractor solely liable in negligence for the collapse of a crane into a concealed manhole at a worksite in 2010, with the Court of Appeal apportioning 40% of liability in negligence to the subcontractor. The Court of Appeal's judgment clarified important issues of law pertaining to the legal responsibility for worksite safety, the relationship between the statutory framework of the Work Safety and Health Act (Cap 354A) and common law duties, and the applicable standard of care.
Stamford Law advised Tuaspring Pte. Ltd. (a wholly-owned subsidiary of Hyflux Ltd) in the S$720 million 18-year term loan facility to fund the development of Singapore's second and largest reverse osmosis desalination plant and integrated on-site power generation plant.
Stamford Law advised Kim Heng Offshore & Marine Holdings Limited on its initial public offering and listing on the Catalist board of the SGX-ST. Based in Singapore, Kim Heng is an established integrated offshore and marine value chain services provider for the oil & gas industry. Based on the invitation price of S$0.25, Kim Heng is valued at S$177.5 million post-offering.
Stamford Law acted as Singapore counsel to Bain Capital Partners LLC in its US$501 million offer to buy all shares of Macromill Inc., a Japanese online market research company listed on the Tokyo Stock Exchange which has Yahoo Japan Corporation as its biggest shareholder. Under the terms of the offer, Bain Capital will buy up to 65.4 million shares at 786 yen per Macromill share. Bain Capital is a private investment firm based in Boston, USA with more than US$70 billion in assets. Ropes & Gray (Tokyo) and Mori Hamada & Matsumoto are advising Bain Capital and TMI Associates is advising Macromill.
As part of Stamford Law's corporate responsibility initiatives, lawyers are encouraged to take on pro bono legal representations on a case-by-case basis.
Stamford Law is pleased to announce that our market-leading corporate practice has been ranked 2 nd amongst Singapore firms by Mergermarket for M&A activity by value within Q1-Q4 2013 in the Southeast Asia region. The firm's practice has a sizeable lead of $1.81 billion over the next Singapore firm on the league table.
Stamford Law is advising AVIC International Kairong Limited on the share acquisition and the implementation of a general offer for 39,762,858 shares of KHD Humboldt Wedag International AG which are listed on the regulated market of the Frankfurt Stock Exchange. The offer values KHD at over EUR 320 million.
Stamford Law represented the Rickmers Trust Management Pte. Ltd., Trustee-Manager of Mainboard-listed Rickmers Maritime (a business trust), in the establishment of its S$300 million multicurrency medium term note programme. DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation acted as joint arrangers and dealers of the programme.