China Practice Group

The Duane Morris China Practice Group provides Chinese companies with effective and practical solutions for doing business in South East Asia, Hong Kong, the United Kingdom, North America and Latin America, as well as counsel to companies with operations and transactions in China. With an office in Shanghai, managed through our joint-law venture Duane Morris & Selvam LLP, Duane Morris focuses on helping clients achieve investment and business goals, with an emphasis on facilitating outbound investment for Chinese corporations. Additionally, the China Practice supports foreign aspects relating to inbound investment and works with local law firms on domestic aspects of Chinese law.

As a full-service global law firm, armed with a multitude of competencies in various practice areas, Duane Morris has the international reach needed to serve clients in the increasingly borderless global economy.

The China Practice serves several particular industry sectors, including energy and utilities, financial institutions, telecommunications, manufacturing, information technology and transportation. We assist a wide range of clients in these industries with:

  • Advice on foreign direct investment
  • Mergers and acquisitions
  • Capital structuring and financing
  • Credit transactions
  • Market entry
  • Outbound investing
  • Investment and growth strategies
  • Corporate law, including advice on public offerings, private placements, shareholder rights, anti-takeover measures, board issues
  • Taxation
  • Licensing and joint ventures
  • Intellectual property matters
  • Reporting requirements and regulatory issues
  • Securities disputes and litigation
  • Limited partnership syndications

Our China Practice team includes lawyers qualified to practice law in China, Singapore, the United Kingdom, the United States and elsewhere. Our team works closely with a wide spectrum of Chinese professionals, including bankers, financiers, tax advisers, project consultants and lawmakers. Our professionals have a deep understanding and knowledge of the Chinese culture and maintain connections with individuals, entities and businesses in China.

Representative Matters

Corporate

  • Advised Keppel Capital Holdings Ltd in the S$1.85 billion takeover offer by Oversea-Chinese Banking Corporation Limited for all its issued shares and outstanding listed warrants.
  • Acted for Manhattan Resources Limited, a SGX mainboard-listed company, on its proposed acquisition of Singxin Resources Pte Ltd, a mining company with interests in the People’s Republic of China, for S$1 billion.
  • Advised Ascott Group Limited and the fund manager on the establishment of a US$500 million private equity fund (China).
  • Advised Pan Asia Paper Co. Ltd. on its US$330 million joint venture relating to a greenfield newsprint mill in Hebei, PRC and advised Hebei PanAsia Long-Teng Paper Co. Ltd. on the subsequent US$215 million project financing – Project Finance Magazine’s Asia-Pacific Industrial Deal of the Year, 2003
  • Advised Ascott Serviced Residence (China) Fund on the renewal of a US$135 million Revolving Credit Facility granted by United Overseas Bank Limited.
  • Advised Chinese company Golden Dragon Precision Copper Tube Group Inc., during its business start-up in Mexico with an investment of US$100 million.
  • Acted for the shareholders of R1 International Limited, a rubber trading company, on the sale of their majority shareholding stake to a Chinese listed company for approximately US$43 million.
  • Advising the financial advisor to the Special Committee of AirMedia's board of directors, concerning the definitive agreement and plan of merger in which AirMedia Holdings Ltd., and its wholly owned subsidiary AirMedia Merger Company Limited, will acquire AirMedia Group Inc., a leading operator of out-of-home advertising platforms in China.
  • Representing Jaguar Land Rover in connection with supplier and other contracts for its group companies expanding operations in China, Brazil and Russia.
  • Represented Kindstar Diagnostics Co. Ltd. in connection with a collaboration agreement with BioView Ltd. to launch a pilot study of the Bioview lung cancer detection kit in China.
  • Represented Kindstar Diagnostics Co. Ltd. in connection with a collaboration agreement with TessArae, LLC concerning the development of a pan-ethnic carrier screen to be developed in Kindstar’s laboratories in China using TessArae’s targeted sequencing development platform and proprietary bioanalysis software.
  • Represented Kindstar Diagnostics Co. Ltd. in connection with a collaboration with Illumina, Inc. whereby Kindstar will adopt Illumina’s TruSight technology across its extensive network of more than 3,300 hospitals across China.
  • Negotiated a multi-year agreement for our client Next Biometrics, SA, to supply unique fingerprint sensors to a major competitor in the Chinese security market. Next Biometrics has produced the world’s first mass produced high quality fingerprint sensors on a low cost, large area substrate based upon its proprietary “Active Thermal Principle.”
  • Represented Apex Marine Resources, as borrower, in connection with its joint venture with Chinese partners for the financing of the purchase of a Republic of Marshall Islands-flagged vessel.
  • Representing Dentsu Inc., a Japanese advertising and public relations company, in negotiating the licence for the media rights for the XXII Olympic Winter Games (2014) in Sochi, Russia, the Games of the XXXI Olympiad (2016) in Rio de Janeiro, Brazil and the II Summer Youth Olympics Games (2014) in Nanjing, China for 22 Asian countries and territories with the International Olympic Committee (IOC) and in drafting and negotiating a number of sub-licence agreements for those media rights with broadcast partners.
  • Advised a major PRC bank on the Singapore law aspects relating to its loans totalling RMB$400 million and US$135 million to various People’s Republic of China (“PRC”) and Indonesian entities.
  • Advised an indirect wholly-owned subsidiary of a company listed on the SGX-ST on its recent issue of Chinese RMB270 million zero coupon rate convertible bonds.
  • Counsel to a developer on a $180 million independent power project bonds in Guangdong Province, People’s Republic of China, in connection with proposed 144A bond refinancing of a coal fired power plant. Negotiated the basic documents (including EPC contract, operation and maintenance agreement, and power sales agreement). Harmonized the different requirements and perspectives of the rating agency, the underwriter, the Chinese entity, the Hong Kong entity, and the U.S. contractor. Investigated and solved the Chinese legal restrictions undercutting security. Structured the equity shift from the Hong Kong developer to the U.S. developer.
  • Represented major investors in the $50 million sixth round of funding by YouKu.com, China’s leading internet video company.
  • Advised a Singapore-based private equity fund on its US$50 million investment in a BVI company (as part of its joint venture with a major international bank) whereby the BVI company indirectly holds interests in 3 wholly foreign owned enterprises (“WFOE”) (via BVI and Cayman Island companies) which in turn collectively own a residential building in Dalian, PRC.
  • Advised a multinational lead manager and Chinese co-investor in Project Sapphire (US$40 million preferred equity funding of a Chinese company operating wellness slimming business in the PRC).
  • Advised a Singapore listed company on its subscription for shares in a PRC company for S$10 million.
  • Advised a Mexican company on its WFOE¿s acquisition of assets in Suzhou, the PRC from a WFOE owned by an American company for approximately US$3 million.
  • Acted as Singapore legal counsel to an investment fund management and investment services adviser, in connection with venture capital investments by a group of investors in a Chinese food and beverage company.
  • Represented a Chinese agricultural company in its initial public offering on the London AIM market.
  • Advised a travel visa and passport company which provides travel document processing services on its acquisition of an immigration and visa business in Singapore and China.
  • Represented a UK company in connection with the sale of a gold mine in Tanzania to a Chinese acquirer.
  • Represented the U.S. subsidiary of a major French minerals company in connection with several investments in China.
  • Represented the holding company of a People’s Republic of China consumer-electronics chain on its proposed listing on the London AIM.
  • Advised a U.S. company on its provision of internet video surveillance services to a Shanghai-based company that provides food to KFC and McDonalds.

Litigation

  • Supervises and coordinates the U.S. Golf Manufacturers Anti-Counterfeiting Working Group’s worldwide anti-counterfeiting efforts, including those that led to the Shanghai Municipal Public Security Bureau issuing formal arrest warrants charging two shop owners at the Shanghai Longhua Apparel Market with selling counterfeit golf equipment and simultaneous raids of three golf stores.
  • In re A-Power Energy Generation Sys., Ltd. Securities Litig., 2012 WL 1983341 (C.D. Cal. May 31, 2012). Representing former independent director of Chinese reverse-merger company against claims of securities fraud, obtaining dismissal of complaint.
  • China Nat’l Bldg. Material Inv. Co., Ltd. v. BNK Int’l LLC, No. 09-CA-488-SS, 2009 U.S. Dist. LEXIS 113194 (W.D. Tex. Dec. 4, 2009) (Sparks, J.) - Obtained a $3.15 million judgment in the U.S. District Court for the Western District of Texas, Austin Division, confirming two arbitration awards entered by a Hong Kong arbitral tribunal in favor of a Chinese manufacturer.
  • Defended health and life sciences client in breach of contract lawsuit against Chinese entity alleging breach of marketing agreement and obtained a settlement the client found extremely favorable resulting in no monetary award.
  • Advising a multinational engineering company on their anti-bribery policies and procedures for their China business.
  • Advising a Canadian based fund in respect to a fraud committed by a General Manager of one of their companies in China.
  • Representing an entrepreneur in a class action suit against the managers of a hedge fund, where the defendants overlooked red flags when the fund purchased a stake in a now-bankrupt Chinese company.
  • Obtained a jury verdict in excess of $1 million dollars after a several week trial for a local businessman against foreign defendants from Korea, India, and China.
  • Represented a local prominent Chinese temple in relation to potential fraud and removal of office bearers.
  • Acting for the litigation representative of a wealthy widow who has been medically diagnosed with dementia in a High Court action against a Chinese tour guide for damages arising from breaches of a Lasting Power of Attorney and misappropriation of the widow’s assets worth approximately S$40 million.
  • Represented a Chinese fortune 500 company in a dispute over control of a real estate development company created to build a $400 million mixed-use project. Prevailed in a trial that determined that a critical corporate governance document was forged.
  • Counsel to officer of major Chinese corporation in U.S. Department of Justice investigation regarding violations of the Economic Espionage Act.
  • Representing an accounting firm in connection with publicly traded China based corporations.
  • Represented seller of night light product manufactured in China before the U.S. Consumer Product Safety Commission in large safety recall of product in U.S. and Canada.
  • Obtained a defense verdict for an individual in suit alleging that he engaged in civil theft, conversation and fraud in connection with Autochina Ltd.’s failed attempt to gain exclusive worldwide rights to export cars manufactured by China’s largest car manufacturer, FAW Group Corp.
  • Advising a major international investment bank in carrying out a bribery risk assessment and drafting FCPA and UK Bribery Act compliant policies and procedures for a JV real estate holding company in China.
  • Legal/Political opinions on South China Sea disputes.

Intellectual Property

  • Prosecuted U.S. Patent No. 8,993,065, pertaining to substrate coating with aqueous-based multifunctional core shell particles, on behalf of a Chinese university.
  • Prosecuted U.S. Patent No. 8,916,583 pertaining therapeutic compositions for intranasal administration of Zolpidem, on behalf of a Chinese biotech/pharma company.
  • Prosecuted U.S. Patent No. 8,901,292, pertaining to methods of mass production of tetrakis(p-nitrophenyl)-porphyrins, on behalf of a Chinese university.
  • Prosecuted U.S. Patent No. 8,709,732, pertaining to biomarkers of gastric cancer and uses thereof, on behalf of a Chinese university.
  • Prosecuted U.S. Patent No. 8,669,354, pertaining to removal of endotoxin using amphiphilic core-shell nanosorbents, on behalf of a Chinese university.
  • Prosecuted U.S. Patent No. 8,544,252, pertaining to methods and apparatuses for reducing residual torque and neps in singles ring yarns, on behalf of a Chinese university.
  • Prosecuted U.S. Patent No. 8,399,029, pertaining to influenza prevention and treatment compositions, on behalf of a Chinese company.
  • Prosecuted U.S. Patent No. 6,927,028, pertaining to noninvasive methods for detecting non-host DNA in a host using epigenetic differences between the host and non-host DNA, on behalf of the Chinese University of Hong Kong.
  • Counseled law firm in a successful opposition proceeding before the China Trademark Review and Adjudication Board (TRAB) against a local trademark squatter.

Additional Representative Matters

  • Represented a China-based investor in the purchase and development of an industrial site.
  • Representation of architectural firm in its move into international markets, including restructuring its ownership entity, preparing contract forms and negotiating contracts, master planning and landscape planning services for large developments in China and Saudi Arabia.
  • Represented a Singaporean company in negotiations with bidders for an engineering, procurement and contract support services (EPCS) contract and an engineering, procurement, construction, installation and commissioning (EPCIC) contract in relation to its 2.1 MMTPA LNG project in British Columbia, Canada and advising on preparations for project financing and sales of LNG to China.

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Diversity

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

  • Committed to strategically increasing our diversity levels, which is currently at 10 percent.
  • Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
  • Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.