China

O’Melveny is one of few law firms in China (including international and domestic firms) with a long-standing China Tax Practice. The China Tax Practice comprises a considerable number of tax attorneys based in Beijing and Shanghai, who are trained in both China and U.S. tax laws. The practice boasts both cross-border and local capabilities, with a strong transactional emphasis. Our China Tax Practice is a recognized thought leader on transactional tax matters specific to China and operates as an integral component of virtually all of our deal teams. Awarded a top-tier ranking in Chambers and Partners’ tax section, our China tax lawyers regularly interact with the State Tax Administration, local tax bureaus across China, and leading Chinese tax academics on live matters as well as legislative and emerging guidance initiatives. One of our China tax attorneys was recently recognized by International Tax Review as one of only two “key” tax advisors for China tax matters and others have served for many years as editorial board members and reporters on China tax for such publications as China Tax Intelligence, Tax Notes International, and other publications on Chinese tax law.

We focus on addressing the increasingly sophisticated tax planning needs relating to China-oriented cross-border mergers and acquisitions, restructurings, private investment transactions, joint ventures and strategic alliances, and project financings. The size of the China Tax Practice allows use to take on large-scale China tax due diligence matters for M&A, private equity, and capital market transactions. The breadth of the China Tax Practice allows us to advise on a diverse range of China tax disciplines including the enterprise income tax, business tax, value-added tax, real estate related taxes, customs, and other significant tax matters applicable to a wide variety of both traditional and newly emerging transactions in China.

Inseparable from China’s commercial resurgence has been the rise of Chinese activity in global capital markets. Some of the world’s largest and most successful recent listings have been Chinese issuers. And exchanges in Hong Kong and Shanghai have boasted record-breaking volumes of listed companies.

O’Melveny China features a robust capital markets team, described by Chambers and Partners as “serious competitors,” “very knowledgeable about the PRC market,” and “particularly well known for its equity work.” Major global banks and Chinese issuers alike rely on our unique ability to handle various types of offerings on venues in the United States, Hong Kong and Shanghai. Our practice is truly transnational, with our strong team of Mainland and Hong Kong-resident capital markets lawyers working seamlessly with China-experienced practitioners in our U.S. offices.

The results speak for themselves—in 2007 alone, our team closed 16 public offerings of Chinese issues, raising nearly US$6.5 billion. In 2008, we closed two of the only four IPO's to list in the US from China. These offerings were for venture-backed, state-owned, and private companies in such diverse sectors as online gaming, financial services, alternative energy, education, mobile, retail, and healthcare.

As dealflow increases, parties doing business in China face a greater likelihood of encountering disputes with Chinese parties. And as deal values climb, so do the stakes in these disputes.

O’Melveny’s China Dispute Resolution Practice is unquestionably the market leader among U.S. firms in China. In ranking us in the top tier of their China Dispute Resolution category, Chambers and Partners describes our team as “unquestionably proficient,” and “highly skilled in international and China arbitration.” And Global Arbitration Review recently ranked us in their “GAR 30” list of the world’s leading arbitration practices.

Our Disputes team is led by Dr. Michael Moser, a recognized authority in international arbitration whose numerous professional titles include serving as Chair of the Hong Kong International Arbitration Centre, Co-Chair of the China Arbitration Forum, Vice President of the Asia Pacific Regional Arbitration Group, and Vice Chair of the IBA Committee on Arbitration. The first foreign national to be appointed as an arbitrator in China, Dr. Moser has acted as arbitrator or counsel in more than 100 cases and, in 2006, was awarded the prestigious “Lifetime Achievement Award” by Chambers Global.

With professionals resident in Beijing, Hong Kong, and Shanghai, O’Melveny’s Disputes group offers clients a China-wide network of multinational and multilingual lawyers experienced in cross-border litigation, arbitration, and alternative dispute resolution proceedings, as well as trade remedy, regulatory, and investigation work. Our team has experience handling matters before virtually all of the significant arbitration institutions in Asia, including the Hong Kong International Arbitration Centre (HKIAC), the Singapore International Arbitration Centre (SIAC), the China International Economic and Trade Arbitration Commission (CIETAC), the Japan Commercial Arbitration Association (JCAA), and the Korean Commercial Arbitration Board (KCAB), as well as various ad hoc arbitrations in major venues throughout Asia, Europe, and the United States.

Burgeoning domestic markets, increasingly favorable regulations governing foreign investment, and improving integration of China with the world economy present an abundance of opportunities for multinational firms. As a result, foreign direct investment in China has boomed, both in value and in complexity.

But pursuit of these opportunities is not without its pitfalls. China market entrants face myriad obstacles ranging from cultural and language barriers to structuring and control issues to lingering questions regarding the protection of intellectual property rights.

O’Melveny’s China Practice boasts a long history of successfully representing multinational entities with their foreign direct investment and acquisition projects in China. Chambers and Partners noted that we “garnered particular praise from clients for [our] representation of U.S. companies looking to enter the Chinese market or to expand and diversify their existing operations there through M&A deals.” We offer the full suite of relevant legal strengths in corporate, finance, intellectual property, government approvals, labor and employment, and tax law. Our experience reconciling relevant U.S. and Chinese legal practices affords our clients cutting edge insights into what will and will not work in the China market. And our track record of handling some of the most innovative transactions in this area is testament to that ability.

We are familiar with the complex structuring and regulatory aspects of financing an infrastructure project in China. We handle a large number of power plant, natural gas, alternative energy, petrochemical, and other infrastructure projects in China (including the representation of a major Chinese energy company with its gas pipeline and distribution business in China). We also represent independent energy producers in connection with numerous electric power projects throughout China as well as developers of airport and seaport projects.

We successfully have represented many Hong Kong and Chinese exporters in US antidumping cases; we have advised exporters from the United States, Japan, and Russia on Chinese antidumping and safeguards investigations; and we have counseled many clients on the obligations undertaken by China when it entered the WTO.

Over the last four years, the Asian M&A market has grown fourfold, by some estimates. Much of this growth has been in China, where strategic and financial acquirers are executing a variety of sophisticated cross-border and domestic acquisitions across a broad spectrum of industry sectors. Domestic Chinese corporations are also becoming more active in cross-border acquisitions.

O’Melveny’s China Practice has built a long track record of handling some of the most groundbreaking and complex cross-border acquisitions in the region. The Legal 500 placed us in the top tier of Recommended Firms, calling us a “large and active team,” and “a definite leader.” Chambers and Partners echoed this praise, calling us “very active and very well regarded in the market,” and noting our “solid grounding in China.”

Our value proposition is our ability to handle the myriad complex issues involved in cross-border transactions. From large teams on the ground in China handling due diligence and documentation work to thoughtful structuring, tax, intellectual property, and employment law advice to navigating through the thicket of required regulatory and government approvals (whether in Beijing or Washington, D.C.), O’Melveny’s China M&A group has the resources and experience to provide a competitive edge to buyers and sellers in China-focused cross-border transactions.

Access to a relatively untapped consumer base, a rising class of innovative Chinese entrepreneurs, and well-established exit paths for promising Chinese companies have vaulted China to among the hottest markets for private equity and venture capital investment over the last few years. However, successful investment in the region remains tricky, with new waves of regulations governing the way funds and investments may be structured.

O’Melveny’s China Private Equity and Venture Capital Practice is a market leader in private investment-related counseling. Our lawyers regularly publish articles and speak on new investment trends and regulations—including China’s M&A regulations—and have been profiled in such publications as Time Magazine and Forbes for their work. Chambers and Partners ranked us in the top tier in both the China Private Equity and China Venture Capital sections, citing our “strong knowledge of the Chinese market.” And in 2008, market tracking publication Zero2IPO named us “Private Equity Market Lead Legal Advisor for the third consecutive year. We have closed approximately 70 private equity or venture capital transactions per year in the China space for three years running.

Our robust practice represents many of the most active investment firms and most promising companies operating in China, and we regularly work together with colleagues in our U.S. and European offices to provide true global counseling for innovative startups and investors looking at the China space. We have substantial experience in all stages of private investment work, including fund formation (particularly formation of renminbi-denominated funds), early and late stage equity investments, buyouts, and mezzanine financings. We also have a robust practice representing portfolio companies with respect to their financing and exit transactions.

Fueled by the historic growth of China's economy, real estate is one of the largest and fastest growing asset classes in China. Construction levels remain high despite discussion of enhanced controls to slow growth in the sector. And major international investors continue to move into the market, doing project finance and acquisition deals and purchasing troubled loans and distressed real estate.

O'Melveny's Real Estate and Distressed Asset practice is one of the few U.S. law firms in China with the requisite strengths in international law and documentation, knowledge of local law, and Chinese language capabilities. Both Chambers and Partners and The Legal 500 recognize our group for its excellence. We have long been a player in this field, representing a variety of leading developers, financiers, purchasers, managers, and hotel groups with their real property projects in China. Our lawyers have worked on some of the largest and most high-profile real estate and distressed asset transactions, including our representation of a Morgan Stanley-led consortium in their winning $1.3 billion bid in the first large-scale portfolio sale of non-performing assets in China’s history.

As technology markets continue to evolve, traditional geographic and business sector boundaries are being rendered obsolete. Nowhere is this more true than in China.

O’Melveny’s China Technology, Media and Intellectual Property Practice is a market leader in handling complex China-oriented cross-border technology and other intellectual property transactions. Our broad knowledge of intellectual property law as it relates to China is unique among U.S. law firms, as is our track record of negotiating and structuring sophisticated and frequently first-ever transactions that drive the realization of IP-related value.

We counsel a variety of high-technology, media, and entertainment companies on their legal matters in China. Our clients rely on our ability to synthesize multi-jurisdictional issues relating to intellectual property, employment, and corporate law, as well as non-corporate issues specific to China, such as government incentives for high-technology projects and special regulatory regimes and intellectual property protection measures. From intellectual property-heavy cross-border acquisitions to technology joint ventures and strategic alliances to global licensing agreements, O’Melveny’s Technology and Intellectual Property Practice offers an unparalleled depth and breadth of legal knowledge to clients seeking to exploit technology-related opportunities in China.

As commercial dealings between Chinese companies and suppliers, customers, partners, and investors in the United States grow, so too do the risks that claims arising from such dealings may be litigated in US courts. Federal courts already confront actions involving Chinese individuals and entities ranging from commercial disputes to criminal investigations to class actions alleging violations of antitrust, securities, intellectual property, products liability, and business tort laws. Such disputes often involve complicated facts and complex, sometimes novel legal questions.

Prevailing in litigation of China-related claims in US courts demands a unique combination of skills and resources from counsel:

– Mastery of US litigation tactics and strategies, particularly mechanisms and doctrines governing the handling of international disputes; 

– In-depth understanding of the relevant substantive areas of US law, such as product liability, securities, intellectual property, or antitrust; 

– Experience with the legal and factual dynamics of doing business in China and doing business with China;

– Knowledge of the unique procedural, substantive and cultural issues presented by cross-border disputes for Chinese companies; and  

– Capability to handle complex investigations, discovery, and research projects in-house, on-the-ground in China.