Opportunity Knocks in China for U.S. Businesses
Chinese IPOs Are Returning to the U.S. Market
Pillsbury Advises Deutsche Bank and Barclays on $115 Million IPO for Montage Tech Group
Thomas M. Shoesmith
Greater China Practice
Pillsbury’s China practice lawyers are well versed in helping you navigate the Chinese business environment and regulatory landscape. We are leaders in alternative public offerings, reverse mergers, PIPE transactions, venture capital, private equity and direct foreign investments, and guide investors and entrepreneurs through the investment process, including the formation and structuring of investment funds and other onshore and offshore investment vehicles.
We stand apart for comprehensive advice that considers the complexities of cross-border transactions, from tax rules to foreign exchange and regulatory requirements. To fully support your business goals, we work closely with related Pillsbury practices, including Intellectual Property, International Trade, Global Sourcing and Finance.
Our team draws upon lawyers and consultants with legal training in the U.S., mainland China, Hong Kong, Japan and the UK. We are careful to consider the important issues involved in cross-border transactions, such as tax, foreign exchange and other regulatory concerns.
Capital Markets and Corporate Finance
Pillsbury is one of the leading law firms in the U.S. and international securities markets, participating in hundreds of varied public offerings and private placements each year. Our clients include all categories of market participants: issuers, underwriters, broker-dealers, investment advisors and investors.
Our China Capital Markets and Corporate Finance practice group leverages the firm’s depth in the financial services practice and U.S. securities law. Our corporate finance team in China, working together with our experienced U.S. securities law and financial services practitioners, serve clients throughout Greater China from our Shanghai, New York, Washington, DC, San Francisco and Silicon Valley offices.
Our team has experience with all varieties of securities offerings, including Rule 144A placements for corporations, partnerships and other companies, governments and government-owned companies, all types of equity securities offerings, ranging from IPOs to follow-on and secondary common stock offerings, registered direct offerings, PIPE offerings, depository receipts and offerings of convertible and equity-linked securities such as convertible preferred stock, convertible debt, and equity units. Our debt capital markets practice handles the issuance of publicly offered and privately placed debt, ranging from medium-term notes and straight debt to floating rate debt, first mortgage bonds and other secured debt, and other hybrid and structured debt securities.
We also offer broad experience counseling non-Chinese companies wishing to participate in PRC capital markets on regulatory and other matters. We are a leader in counseling PRC companies in accessing the U.S. market through reverse acquisition. In the last four years, our China Securities practitioners have assisted 30 PRC companies in their successful reverse mergers and PIPE transactions.
Venture Capital and Private Equity Financing
Clients at emerging companies and venture capital firms benefit from our well-recognized practices in these arenas and our locations in key global financial and technology centers, including Silicon Valley, Northern Virginia, New York, Shanghai and Tokyo.
The nature of our work for technology, new media and other startup ventures has been as varied as our client base. We handle all aspects of planning and structuring venture capital, buyout and similar funds, as well as organizing new companies and acquisition vehicles. We guide startups through the investment process by analyzing their capitalization structure, evaluating venture capital opportunities or government funding, negotiating term sheets and providing due diligence. We blend experience in business and technology law to help clients protect their intellectual property, negotiate optimal distribution deals and strategic alliances and implement growth strategies. From the building of a business through IPOs or acquisitions, we provide top-tier counsel.
We represent venture capital and private equity investors structuring their investment in portfolio companies, as well as representing portfolio companies in their capital raising activities and in implementing their growth strategies.
Beyond legal services, one of our most important jobs is to connect the venture capitalists we know with the companies we represent. Our relationships with leading venture funds are a key part of our integrated service for emerging growth companies. Our BackstagePass™ Program is a strategic tool for top venture capitalists to connect with promising companies. It also provides startup companies with practical business tools and advice.
Mergers and Acquisitions (M&A)
Pillsbury takes an integrated, full-service approach to M&A transactions, assembling a team of tax, environmental, antitrust, real estate, regulatory, labor and employment, employee benefits, finance, government contracts, insolvency, intellectual property and other lawyers, as needed, working collaboratively to structure and execute deals. By combining technical capabilities with an understanding of our clients’ strategic goals and the business trends that affect them, our lawyers provide legal advice in line with long-term client objectives.
Our experience includes representing clients in complex, negotiated and non-negotiated domestic and cross-border transactions involving public and private companies, joint ventures and strategic alliances; going-private transactions, privatizations, leveraged buyouts, venture capital and other private equity investments, technology licensing and distributorship agreements.
Our clients include bidders, targets, significant stockholders, boards of directors, and special committees. We have experience in representing management, as well as insurgents in proxy contests and solicitations. We represent investment bankers engaged in mergers and acquisitions, and senior and mezzanine lenders and other specialty groups engaged in leveraged buyouts. We routinely advise publicly held companies on defensive measures and challenges to defensive measures. Clients considering the acquisition and disposition of financially distressed assets and businesses, both in and out of bankruptcy proceedings, also rely on our China team for strategic counsel.
Foreign Direct Investment and Joint Ventures
Representing multinational companies in their foreign direct investment projects has long been part of Pillsbury’s practice. Our work includes the establishment of joint ventures, wholly foreign-owned enterprises, strategic alliances and acquisitions utilizing a variety of flexible and tax-advantaged structures.
We counsel clients on market entry strategies in light of China’s WTO commitments and regulatory regime for foreign investment, as well as structure client investments, operating matters and exit transactions in China. In many cases, we have helped clients with complicated control issues for investments in joint ventures, opening up legal avenues for participating in regulated industries and creating avenues for financings.
Technology and Intellectual Property
Our intellectual property and litigation practices are recognized for their breadth and depth of experience in representing high-technology companies in patent applications and IP litigation. For companies operating in China, we are well versed in the government incentives offered to foreign investment high-tech projects and R&D centers, along with the applicable regulations and intellectual property protections. We also work closely with private investigators and governmental enforcement branches on the detection, investigation and confiscation of counterfeit and pirated products.
Pillsbury’s combination of geographic reach, legal and regulatory depth, and energy sector-specific experience is unmatched among the world’s leading law firms. Our 125-member Energy industry team includes top-ranked lawyers covering capital markets, project development, finance, litigation and regulation from offices in Asia, North America and Europe. The team’s experience spans the entire fuel spectrum, from oil & gas, electricity and nuclear to renewables and clean technology, and we have been nationally ranked by Chambers Global for both our Oil and Gas and Nuclear Energy practices. Our nuclear energy lawyers are regularly recognized as the leaders in their field. In 2008, Pillsbury was named an Energy Firm of the Year in the United Arab Emirates by Asian-Counsel magazine.
Our Energy practice emphasizes multidisciplinary client teams with deep industry experience in oil and gas, LNG, and all forms of power (whether generated from gas, hydro, coal, nuclear or renewable sources). Our client teams also combine our interdisciplinary talents in a variety of legal practice areas relevant to the energy industry.Finance and Banking
In project finance, our attorneys have represented all types of participants in some of the world’s most prominent and challenging transactions, advising on industrial, energy, utility, transportation and infrastructure projects that are among the largest in their fields. We counsel clients on cross-border credit facilities and the establishment, maintenance and release of security interests in the acquisition and sale of collateral throughout the world. With clients including many of today’s largest financial institutions, we combine seasoned legal experience with awareness of “where the market is” on key financing issues.
Our international trade practice handles all aspects of government regulation of imports, exports and foreign investment. We have extensive experience with customs requirements, antidumping litigation, restrictions on transfers of technology to foreign countries and international trade agreements such as the WTO. We regularly deal with trade and investment issues involving China.
No other firm has a longer or more extensive track record with complex transactions involved in the outsourcing of information technology and business process functions. Our two decades of experience covers more than 500 transactions surpassing $450 billion in value. Clients in the retail, manufacturing, pharmaceutical, utility, telecommunications and financial services industries have envisioned and executed successful global sourcing strategies with the help of our team and our exclusive scoping and contracting approaches.
Our firm’s tax professionals advise on structuring investments from the U.S. and from other jurisdictions throughout the world, taking into account the issues raised by “anti-deferral” regimes, foreign tax credits and international tax treaties. For Chinese investors looking to expand in the U.S., Pillsbury provides comprehensive federal and international tax advice—as well as the state and local tax experience that distinguishes our practice from most other U.S. law firms.
We have significant experience in all tax issues and representational requirements that may arise in cross-border transactions, including court proceedings. Our services include advice on cross-border mergers, acquisitions, restructurings, joint ventures and financings, worldwide tax minimization, transfer pricing, unitary tax, foreign currency transactions and nexus issues.Third-Party Recognition
- Recipient of the 2012 M&A Advisor “Cross-Border Deal of the Year award ($35 million - $100 million)” award for our representation of the Lenovo Group, the world's second-largest PC manufacturer, in its international joint venture with EMC Corporation, the world's largest maker of data storage computers.
- China Business Law Journal ranked our China team's work to the Top 10 China PE Exit Deals in 2012.
- Pillsbury is ranked fourth for advising PIPE issuers in terms of number of deals (The PIPEs Report). In 2010, the firm advised on 21 such deals worth $243 million.
- Pillsbury is ranked sixth for advising PIPE placement agents in terms of number of deals (The PIPEs Report). In 2010, the firm advised on 8 such deals worth $121 million.
- Pillsbury is ranked as the fifth most active advisor to issurers in registered direct and confidentially marketed public offerings (The Registered Offerings Report). In 2010, the firm closed 8 such financings worth $124 million.
- 2009 Chambers Asia ranked Pillsbury as a leader in China for Corporate/M&A and Private Equity/ Venture Capital Investment.
- Top Capital, the leading private equity journal in China, has selected Pillsbury as the "2010 Best Investor Counsel of the Year" and the “2009 Best Corporate Counsel of the Year” for Chinese companies.
- Mergermarket's North American Private Equity in Review ranked Pillsbury 12th for the first half of 2009 for exits in both value and volume.
- EuroInvestor ranked our team 2nd most active by value and 9th most active by volume as PIPE investor counsel in 2007. They also ranked Pillsbury 6th most active in value and volume as PIPE placement agent counsel in 2007.
- Pillsbury is a market leader in China-related APO and PIPE transactions, and it represents more than 26 China companies publicly traded in the U.S.
- Pillsbury ranks 7th in the U.S. for Best in Practice—Technology, according to the 2008 Vault Guide to the Top 100 Law Firms. Half of the M&A transactions that Pillsbury handles involve the technology sector, and more than half of our IPO issuer representation since 2002 have been for technology companies.
- Pillsbury lawyers were ranked in the Venture Capital and Emerging Companies category of the 2009 Legal 500.
- In the 2009 Corporate Counsel survey of in-house counsel of the Fortune 500, we were designated as a “Go-To Firm” in both the Corporate and Securities categories.
About Our Shanghai Office
Our Shanghai office, working closely with other China team members in our U.S., Tokyo and London offices, serves U.S., European and Asian clients conducting business in Greater China and Chinese enterprises in their overseas business activities. Our clients require highly proficient legal counsel who can reconcile Western and Chinese legal concepts, conduct transactions in Chinese, perform due diligence of Chinese-language documents and prepare dual-language documentation required for transactions in China.