Foreign Investment Law in China:Regulation, Prac

中国外商投资法

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Author: Tarrant Mahony
Language: English
ISBN/ISSN: 9787302395898
Published on: 2015-03
Paperback

ForeigInvestment Law iChina: Regulation,Practice and Context provides a comprehensive overview of Chinese foreiginvestment law,drawing upothe allthor's legal practice experience ithe Hong Kong and Beijing offices of two international law firms from 1995 to 2009.The book discusses PRC foreiginvestment regime withithe broader context Of China's unfolding process of“reform and opening”that begaithe late 1 970s and continues to the present.A hypothetical client story is used to help students think about and work through various real 1ife questions that are ofteencounmred ithe course of Jegal practice involving foreiginvestment iChina.The book covers all major relevant topm areas.including the history of foreiginvestment iChina;the foreiginvestment approval process;types of structures and vehicles available to foreiginvestors;mergers and acquisitions;major PRC government regulators;management,labor and operational issues for foreiginvested enterprises;land use and real estate;secured Interests;etc.Writteas a textbook for international students studying PRC foreiginvestment law,ForeigInvestment Law iChina:Regulation,Practice and Context iS also a valuable reference work for foreigattorneys iprivate practice,in—house counsel,business people and others who wish to gaia general knowledge of the legal aspects of foreiginvestment iChina. 



Chapter 1  The History of ForeigInvestment iChina-From Reform and Opening to the Xi Jinping AdministrationI.The First Decade: Early Experimentatioand the Basic ForeigInvestment Vehiclesa.Sino-foreigEquity Joint Venturesb.Cooperative Joint Ventures and Wholly Foreign-Owned EnterprisesII.The Second Decade: From Deng Xiaoping's..“SoutherTour”..to the WTOa.Deng's “SoutherTour” and major new legislationb.Taxatioand preferential treatment for foreiginvestmentc.The pilot BOT projects: international project finance comes to Chinad.Taking securitye.ForeigInvested Companies Limited by Sharesf.ForeigInvestment Guidance Catalogueg.Keeping it iChina: holding companies, FIE reinvestment and FIE M&Ah.The PRC Contract LawIII.The Third Decade: From the WTO to the Global Economic Crisis ..and its Aftermatha.China's WTO accessionb.Reform of the foreiginvestment approval systemc.Buying into China: the door to M&A opensd.ForeigM&A and state-owned assetse.ForeigInvested Commercial Enterprises and the long-awaited opening of the retail sectorf.The Anti-Monopoly Law: Beijing joins Washingtoand Brussels as the third major competitioregulatorg.The global economic crisis and the devolutioof approval authorityh.China introduces a national security review for foreigM&A transactionsi.From separate and not equal towards a commolegal regime for domestic and foreiginvestmentj.Reforms under the Xi Jinping Administration: dawof a new era.k.Overall trends and considerationsChapter 2  Coming to China: The Initial Client Meeting Categorizatioof ForeigInvestment and the Government Approval ProcessI.Overall framework: guiding foreiginvestment iline with PRC government macro economic planninga.ForeigInvestment Industrial Guidance Catalogueb.The maicategories and contents of the Guidance CatalogueII.The Guidance Catalogue and the Company's Business Scopea.Operating withithe business scopeIII.Approval Process for ForeigInvestmenta.Role of the National Development and Reform Commissio(中华人民共和国国家发展和改革委员会)b.Role of the Ministry of Commerce (中华人民共和国商务部)c.Role of the SAIC (中华人民共和国国家工商行政管理总局)d.Shanghai Pilot Free Trade ZoneChapter 3  Establishing a Presence ithe PRC: Investment Vehicles Available to ForeigInvestorsI.Establishing a Permanent Presence iChinaa.Representative offices of foreigcompaniesb.Recent developments and trends for rep officesc.The special case of representative offices of foreiglaw firmsII.The Three Basic ForeigInvestment Enterprises: Equity Joint ventures, Cooperative Joint Ventures and Wholly Foreign-Owned Enterprisesa.General aspects of FIEsb.Commocharacteristics of joint ventures and WFOEsc.Distinctive features of Equity Joint Ventures vs Cooperative Joint Venturesd.Establishing a CJVe.Special provisions for non-legal persoCJVsf.Wholly-ForeigOwned EnterprisesIII.ForeigInvested Holding Companies (外商投资性公)a.Registered capital and total investment amount of..holding companiesb.Operations and activities of holding companiesIV.ForeigInvested Companies Limited by SharesV.ForeigInvested Commercial EnterprisesVI.ForeigInvested Research and Development CentersVII.Regional HeadquartersVIII.ForeigInvested Partnership EnterprisesIX.Variable Interest Entities (VIEs)Chapter 4  Operating a ForeigInvested EnterpriseI.Establishing a FIE: initial registrations and proceduresII.Capital structure: Registered Capital and Total Investment Amounta.2014 changes to the capitalizatioprocess rulesb.What cabe contributed as registered capitalIII.Running the Company: Who's the boss.a.The role and authority of the Legal Representativeb.Signatures and chops, and the questioof deemed authorityc.Functioning of the board of directors and the board of supervisorsIV.Legal liability of the legal representative and other key personnela.Potential criminal liabilityb.Restrictions oleaving Chinac.Responsibilities of shareholdersV.Protections for Legal Representative and other key personnela.The “.business judgment rule” and contract-based protectionsb.Directors' and officers' liability insuranceVI.Labor and employment, Unions and the Partya.Employing PRC and expatriate staffb.Social Security System for Employees (including foreigemployees)c.Trade unions and Party organizationsVII.Annual audits and reporting obligations for FIEsVIII.Technology and Trademark License Agreementsa.Technology License Agreementsb.Trademarks and Trade NamesIX.Due Diligence, Language and ComplianceChapter 5  Expanding iChina: FIE and ForeigM&A TransactionsI.M&A Transactions Involving Existing FIEsa.FIE reinvestment withiChinab.FIE Changes iEquity Rulesc.FIE Mergers and DivisionsII.ForeigM&A Transactionsa.The M&A Regulationsb.Due diligence and representations & warrantiesc.The payment price and property rights exchange institutionsd.The approval process for M&A transactionse.Share swapsf.Special purpose vehiclesg.Relationship with FIE M&Ah.Asset vs.equity dealsIII.The Anti-Monopoly Law: China Becomes a Major Competitio..Regulatora.Background and general objectivesb.Concentratioof business operatorsc.Merger review processIV.National Security Reviewa.General principlesb.Procedure and requirements for national security reviewV.Strategic Investment iListed CompaniesChapter 6  Building the Project: Land, Bidding, and Taking SecurityI.Regulatioof Land Use iChinaa.Basic systemb.Purchase of PRC real estate by foreigindividuals and institutionsc.ForeigInvested Real Estate EnterprisesII.Bidding and Tenderinga.The Bidding Lawb.Electronic biddingIII.Rules othe Creation, Perfectioand Enforcement of Secured Interestsa.General principlesb.Mortgagesc.Pledgesd.Guaranteese.Special rules osecurity provided to foreigentitiesAppendix 1  Development of the Legal Professioand Professional Legal EducatioiChinaI.Opportunities for and role of business lawyers iChinaII.System of Legal EducatioiChinaIII.Foreigand Foreign-style Legal EducatioiChinaIV.Looking ForwardAppendix 2  2013 list of foreiginvestment projects subject to government approval



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