Chinese Defamation Law
Pillsbury Advises AirAsia X on $310 Million IPO
Pillsbury Announces 2011 Leadership Changes
China Business Series: Directors and Supervisors
Authors: Woon-Wah Siu, Julian Zou
Every Chinese company, including subsidiaries established in China by foreign companies, is required to have a board of directors and a board of supervisors. Multinationals should understand the responsibilities and liabilities of directors and supervisors of their PRC subsidiaries.
Free Trade Zone – New Frontier for Foreign Investment in China
Authors: Woon-Wah Siu, Julian Zou, Eric Zhang
On September 29, 2013, China launched the mainland’s first free trade zone (FTZ) in Shanghai. The initiative is intended to be a pilot program to provide a blueprint of how China will reform its economic structure. The FTZ is an area of approximately 29 square kilometers located in Shanghai's Pudong New District, including the Waigaoqiao Bonded Zone, Waigaoqiao Bonded Logistics Zone, Pudong Airport Free Trade Zone, and Yangshan Bonded Port.
Chinese Defamation Law
Authors: Woon-Wah Siu, Julian Zou, Liang Tao
With the rapid growth in Chinese media services and increased awareness of legal rights among the Chinese, defamation litigation in China is on the rise. Generally speaking, defamation is usually treated as a civil matter, but if it is deemed to be a serious threat to public order or national interest, defamation can be a criminal offence. This advisory will summarize the current state of this fast-developing area of in China and includes some general remarks.
Doing Business in the U.S.
Authors: Stephan E. Becker, Benjamin J. Cote, Nancy A. Fischer, Jeffrey R. Gans, Kimberly A. Harshaw, Kirke M. Hasson, Keith D. Hudolin, Aaron R. Hutman, David A. Jakopin, Christine Nicolaides Kearns, Michael G. Lepre, Michael S. McNamara, Jerry W. Ross, Susan P. Serota, Thomas M. Shoesmith, Woon-Wah Siu, Glenn Q. Snyder, Joseph R. Tiano, Jr., C. Brian Wainwright, Lu Wang, Reza Zarghamee, Louis A. Bevilacqua
“Doing Business in the U.S.” is a practical, introductory guide for non-U.S. businesses interested in doing business in the United States. The guide, authored by numerous Pillsbury attorneys, is an initiative of the firm’s China Practice Group, and the authors frequently use Chinese business or Chinese regulations as examples. However, the book may also be useful for other non-U.S. businesses.
Protecting Personal Data in China
Authors: Woon-Wah Siu, Julian Zou
This advisory is one of a series prepared by Pillsbury's China Practice on questions frequently asked by our clients doing business in China. In June 2012, we published an advisory on personal data protection in China in which we also suggested some best practices. Here, we are updating that advisory to reflect new regulations adopted in the past six months.
PRC Companies Can Now Tap Hong Kong's Public Debt Market Via ‘Dim Sum Bonds’
Authors: Woon-Wah Siu
Since the second half of 2007, China's financial institutions have been allowed to issue RMB-denominated bonds in Hong Kong (so-called "Dim Sum Bonds"). No mechanism existed for non-financial PRC institutions to offer these bonds directly. Therefore, institutions generally offered Dim Sum Bonds through their Hong Kong or other offshore subsidiaries. While the Bao Steel Group received approval to issue Dim Sum Bonds in late 2011, direct offerings by other non-financial institutions remained a murky territory. This changed on May 2, when the National Development and Reform Committee (NDRC) promulgated the Notice Concerning Offering RMB Denominated Bonds in Hong Kong by Domestic Non-Financial Institution Entities (Notice), which provides a roadmap for direct Dim Sum Bond offerings by non-financial PRC institutions.
China Business Series: Personal Data Protection
Authors: Woon-Wah Siu, Qiaozhu Chen
Foreign companies doing business in China should consider adopting safeguards to protect employee personal data to reduce the risk of unauthorized disclosure or claims of infringement of privacy.
Listing in Hong Kong: The Process for Delaware Companies
Authors: Woon-Wah Siu, Joseph Kaufman
Delaware companies now have a roadmap to apply for a listing on the Hong Kong Stock Exchange.
China's New Foreign Exchange Control Rule on Overseas Equity Incentive Plans
Authors: Woon-Wah Siu, Lu Wang, Joseph Kaufman
New requirements for foreign exchange registration of equity incentive plans are now in effect. Overseas-listed companies that grant equity awards to employees of their Chinese affiliates should review their registration status and periodic filing schedules to make sure they are in compliance, especially in view of the new, shorter deadline for filing quarterly reports and the need to file amendments.
China Business Series: Legal Representatives
Authors: Thomas M. Shoesmith, Woon-Wah Siu, Julian Zou
The "legal representative" of a Chinese company has wide-ranging powers. Multinationals should carefully select the legal representatives of their PRC subsidiaries and plan in advance for issues that occasionally arise. This advisory is one in a series prepared by Pillsbury's China Practice on questions frequently asked by our clients doing business in China.
Shanghai To Implement Value-Added Tax Pilot Program on January 1, 2012
Authors: Woon-Wah Siu, Lu Wang, Joanna Hong Xia Jiang
Currently most enterprises providing services in Shanghai do not pay value- added tax (VAT). Instead they pay a business tax based on their revenues, which in Shanghai currently ranges from 3% to 5% but can be significantly higher for specific sectors. That will change soon. Officials have announced a pilot program imposing VAT in Shanghai beginning January 1, 2012, on services including transportation, technology, creative, logistics, authentication and consulting, and movable property leasing. Tax rates under the pilot VAT program will range from 3% to 17%.
Soon, Foreign Employees in China Must Participate in PRC’s Social Insurance System
Authors: Woon-Wah Siu, Joanna Hong Xia Jiang, Qiaozhu Chen
The PRC Social Insurance Law that came into effect on July 1, 2011, requires non-PRC nationals working in China to participate in the Chinese social insurance system, but does not provide any further specifics (see our previous Client Alert). To clarify this aspect of the Law, the PRC Ministry of Human Resources and Social Security promulgated the Interim Measures for Participation in the Social Insurance System by Foreigners Working in China. The Interim Measures will become effective on October 15, 2011.
China Finalizes National Security Review Rules for Inbound M&A Transactions
Authors: Woon-Wah Siu, Eric Zhang, Qiaozhu Chen
In August 2011, the Chinese government finalized the long-anticipated national security review mechanism for the purpose of regulating inbound merger and acquisition transactions in some sensitive and important industries. The PRC Anti-Monopoly Law enacted in 2008 already contained references to national security review. This time, the security review procedure is formalized. Even though the security review might not be interminable, ongoing and pending M&A transactions subject to security review will likely take a longer time to complete. Some even fear that national security review may kill some deals.
China's First Comprehensive Social Insurance Law Now in Effect, Affecting All Employers
Authors: Woon-Wah Siu, Steve Sun
Last October, China promulgated the Social Insurance Law of the People's Republic of China (the "Law"), which became effective as of July 1, 2011. Before its promulgation, China's social insurance policies were implemented through a web of rules and regulations at both national and local levels. The Law unifies previous, scattered laws that relate to social insurance matters. We summarize below some key features of the Law.
To Be or Not to Be
Source: China Law & Practice
Authors: Woon-Wah Siu, Fang Felton
New regulations offer clarity on the administration of foreign representative offices; however, this investment vehicle may no longer be an optimal arrangement for some overseas companies wishing to enter the Chinese market, say corporate & securities partner Woon-Wah Siu and associate Fang Felton, both based in Pillsbury's Shanghai office, who co-authored this article for China Law & Practice.
Listing Made Simple: Using Rule 12g3-2(b) to List International Companies on OTCQX
Authors: Woon-Wah Siu, Joseph R. Tiano, Jr., Joseph Kaufman
The United States capital markets offer the greatest access to investor capital and are the most mature and stable of all the world’s financial centers. Yet many international companies forego the opportunity to trade their securities in the U.S. because they do not want to incur the cost of compliance with U.S. securities laws, including the Sarbanes-Oxley Act of 2002. One way, however, for international companies to trade their securities in the U.S. without incurring the costs of compliance with U.S. securities laws is to utilize the 12g3-2(b) exemption under the Securities Exchange Act of 1934, or the Exchange Act, and be quoted on OTCQX. International companies that are already listed on their home country or other exchange can use this exemption to easily have their securities quoted on OTCQX without having to go through the registration process or needing to comply with the continuous reporting requirements of U.S. securities laws.
From “Let’s Go Shopping” to Closing: U.S. M&A Process
Authors: Thomas M. Shoesmith, Woon-Wah Siu
More and more Chinese companies are now looking for business opportunities in the United States. Why? Lower valuation of U.S. targets, strength of the RMB, and less competition from U.S. buyers due to poor stock market conditions and credit crunch combine to make acquisition in the U.S. attractive to Chinese entrepreneurs. In addition, the PRC Ministry of Commerce recently issued rules aimed to encourage PRC companies to “zou chu qu” (go out, i.e., go abroad) to shop for investment or acquisition opportunities.
FAQ: Dual-Listing in Hong Kong
Authors: Woon-Wah Siu, Thomas M. Shoesmith, Louis A. Bevilacqua
For companies listed on a U.S. stock exchange, a dual-listing in Hong Kong may offer an excellent opportunity for further capitalization. This FAQ outlines the requirements and processes involved in pursing an HKEx listing.