National Symposium on

Mergers and Acquisitions in China

Tuesday, May 31, 2005

About

Do you know how to navigate the complex corporate, business, tax and regulatory issues associated with acquiring interest in the People's Republic of China?

U.S. companies, including highly visible corporations such as Amazon.com, Anheuser-Busch Co and Eastman Kodak are making acquisitions of Chinese companies a key element of their business strategy in China. The purchase of existing local companies presents a new alternative to traditional investments in joint-ventures or wholly owned subsidiaries. Foreign acquisitions of local Chinese companies tripled in the first half of 2004, to $7.3 billion and will likely reach 15 to 20 percent of foreign direct investment for the year. Acquisitions of local companies are fast becoming a third wave of foreign direct investment in China, following the prevalence of joint ventures in the 1980s and early 1990s and the surge of wholly foreign-owned enterprises (WFOEs) during the past 10 years.

These acquisitions are highly complex and potentially risky, but rewarding for U.S. companies looking for a quantum leap in market share and broader distribution in highly fragmented and already saturated markets. But China is a very risky place for doing business. Mergers and acquisitions of Chinese companies are complex because there are considerable challenges in bringing together companies or assets from different backgrounds and corporate cultures. Many U.S. companies that ventured into China have been astounded by the variety of challenges such as the regulatory environment, investment restrictions, cultural and management differences, asset values etc. The American Conference Institute has developed this publication to provide you with an intensive, up to the minute review of the most complex issues that arise in acquiring interest in China, including:

  • Regulatory constraints in place that might hinder mergers and acquisitions by foreign companies
  • Understanding China's regulatory regime governing the disposition of state-owned assets
  • Do's and don'ts of investigating investment targets in China
  • Navigating Chinese government agencies
  • Preventative strategies for managing IP usage
  • Litigation in China: navigating the legal and bureaucratic hurdles

Contents & Contributors

About

Do you know how to navigate the complex corporate, business, tax and regulatory issues associated with acquiring interest in the People's Republic of China?

U.S. companies, including highly visible corporations such as Amazon.com, Anheuser-Busch Co and Eastman Kodak are making acquisitions of Chinese companies a key element of their business strategy in China. The purchase of existing local companies presents a new alternative to traditional investments in joint-ventures or wholly owned subsidiaries. Foreign acquisitions of local Chinese companies tripled in the first half of 2004, to $7.3 billion and will likely reach 15 to 20 percent of foreign direct investment for the year. Acquisitions of local companies are fast becoming a third wave of foreign direct investment in China, following the prevalence of joint ventures in the 1980s and early 1990s and the surge of wholly foreign-owned enterprises (WFOEs) during the past 10 years.

These acquisitions are highly complex and potentially risky, but rewarding for U.S. companies looking for a quantum leap in market share and broader distribution in highly fragmented and already saturated markets. But China is a very risky place for doing business. Mergers and acquisitions of Chinese companies are complex because there are considerable challenges in bringing together companies or assets from different backgrounds and corporate cultures. Many U.S. companies that ventured into China have been astounded by the variety of challenges such as the regulatory environment, investment restrictions, cultural and management differences, asset values etc. The American Conference Institute has developed this publication to provide you with an intensive, up to the minute review of the most complex issues that arise in acquiring interest in China, including:

  • Regulatory constraints in place that might hinder mergers and acquisitions by foreign companies
  • Understanding China's regulatory regime governing the disposition of state-owned assets
  • Do's and don'ts of investigating investment targets in China
  • Navigating Chinese government agencies
  • Preventative strategies for managing IP usage
  • Litigation in China: navigating the legal and bureaucratic hurdles

Contents & Contributors


CHALLENGES FACING CHINESE COMPANIES IN THE POST-WTO ERA
Siva Yam, CPA, CFA, United-States China Chamber of Commerce
Paul Nash, United-States China Chamber of Commerce

THE M&A REGULATORY ENVIRONMENT IN CHINA
Zack Z. Dong, Sonnenschein Nath & Rosenthal LLP

ESTABLISHING A CORPORATE PRESENCE IN CHINA FORIGN INVESTMENT VEHICLES AND RELATED CONSIDERATIONS
John W. Sullivan, Texas Instruments Incorporated

ASSET VALUATION REGIME IN CHINA
Christopher H. Stephens, Coudert Brothers

UPDATE ON ANTI-MONOPOLY AND COMPETITION LAWS: HOW THE PROMULGATION OF THE ANTI-MONOPOLY LAW WILL AFFECT M&AS IN CHINA
Bing Wang, Troutman Sanders LLP

DUE DILIGENCE: DO'S AND DON'TS OF INVESTIGATING TARGETS IN CHINA
Kenneth T. Cote, Sidley Austin Brown & Wood

ACQUIRING INTEREST IN A LISTED COMPANY
John V. Grobowski, Baker & McKenzie

RESOLVING HUMAN CAPITAL ISSUES IN MERGERS AND ACQUISITIONS TRANSACTIONS
Erika C. Collins, Paul, Hastings, Janofsky & Walker

DOCUMENTING THE CHINA TRANSACTION: REVIEW OF KEY CONTRACT TERMS
Owen D. Nee, Jr., Coudert Brothers LLP

FROM DRAFTING TO CLOSING TO GOVERNMENT APPROVAL: A CORPORATE PERSPECTIVE ON HOW TO GET THINGS DONE IN CHINA
James A. Elgass, Yum! Restaurants International

LEGAL ISSUES OFTEN FACED BY WESTERN COMPANIES IN CHINA
Thomas Shillinglaw, Corning Inc.

FROM DRAFTING TO CLOSING TO GOVERNMENT APPROVAL: A CORPORATE PERSPECTIVE ON HOW TO GET THINGS DONE IN CHINA
Christopher Eason, Avnet, Inc.

GETTING THINGS DONE IN CHINA: COMPLIANCE FOR AN ACQUISITION TRANSACTION
Andrew Andreasen, Asia Information Associates Limited

ANTI-COUNTERFEITING IN CHINA
Chiang Ling Li, Baker & McKenzie

DRAFTING EFFECTIVE CONFIDENTIALITY AGREEMENTS AND MEMORANDA OF UNDERSTANDING
Douglas G. Smith, Troutman Sanders

U.S. REGULATIONS APPLICABLE TO DOING BUSINESS IN CHINA EXPORT CONTROLS AND THE FOREIGN CORRUPT PRACTICE ACT
Christopher R. Wall, Pillsbury Winthrop

RESOLVING BUSINESS DISPUTES WITH CHINESE PARTIES: LITIGATION, ARBITRATION AND DISPUTE RESOLUTION STRATEGIES
James M. Zimmerman, Squire Sanders & Dempsey

GETTING YOUR MONEY OUT: UNDERSTANDING CHINA'S FOREIGN EXCHANGE CONTROLS AND PAYMENT REGULATIONS
Xiaolin Zhou, Jun He Law Offices

UNDERSTANDING FUNDAMENTALS OF EMPLOYMENT LAW IN CHINA: OVERCOMING THE LEGAL HURDLES TO SUCCESS
Ji Zou, Paul, Hastings, Janofsky & Walker LLP

NEGOTIATING TECHNIQUES AND CULTURAL CONSIDERATIONS FOR EFFECTIVELY TAPPING INTO THE LUCRATIVE CHINESE MARKET
Jie Chen, Jun He Law Offices



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