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China

"The China practice group is experienced in handling general corporate matters as well as real estate,
tax, employment and IP mandates on behalf of Chinese clients."
– Chambers Global 2017

Overview

Based on our extensive capability and experience, Kim & Chang has specialized practices tailored for different regions and characteristics of each legal issue.  Our China Practice, consisting of more than 50 specialists in diverse fields, provides high-profile legal services for outbound Korean corporations and inbound Chinese corporations.

Group of High-Profile Experts

Our China Practice includes Korean lawyers specializing in China, Chinese lawyers, more than 60 foreign law consultants, 2 local advisors based in China, and expert staff while we are continuing to recruit the top-notch experts in each legal practice area and industry sector. Our fields of expertise include corporate general, finance, fair trade, real estate, taxation, transfer pricing, customs, HR, labor, and intellectual property rights. Our Practice also has been accumulating comprehensive and in-depth experience in litigation and arbitration across the vast regions including not only Beijing and Shanghai, but also Huadong, Huanan and Huabei. Enriched experience in diverse fields and regions and thorough understanding of cases are the cornerstone for the China Practice to provide the best solution to each of our client’s legal issues and cases.  Our Practice is proud to be able to offer a one-stop service on complicated legal and practical issues through seamless cooperation among the firm’s diverse specialties.

Rich Experience in Diverse Fields

Based on the China Practice’s experience in conducting diverse projects, such as finance, automobile, machinery, real estate, steel, power station, investment in Bio Mass, water and sewer project related to the environment, business consulting regarding the Beijing Olympics, technology license, acquiring rights regarding intellectual property rights, dispute resolution, and U-City Project, our Practice provides highly customized legal services for our clients.

Maintaining Close Relationship with Specialist Groups in China

For business success in China, it is crucial to have a close and cooperative relationship with key partners in China.  The China Practice provides effective legal services to clients by close collaboration with prestigious Chinese local law firms.  Also, the China Practice strengthens practical and cooperative relationships with the distinguished local law firms through attorney secondments to such firms.

Offering Recent Developments in China

To provide updates of the rapidly changing local situation, the China Practice regularly sends to our clients monthly newsletters.  The newsletter includes not only main legal issues selected by the experts in China-related matters, but also economic and market trends. Furthermore, to offer a more vivid and realistic sense of local China situations, the China Practice invites lawyers from reputable Chinese law firms and key figures of relevant institutions to South Korea hosting seminars and symposium for major clients on current topics and issues.

Key Servicesshow

Corporate General 
  • Advising on M&A: development of strategies / legal due diligence / negotiation / consulting / advice / contract drafting for M&As involving China, acquisition of licenses and permits, and execution of other administrative procedures
  • Advising on investment structure and corporate governance: Chinese investment structure, holding company, internal governance structure, investment vehicle, and consulting regarding PEF investment
  • Establishing a corporate entity: consulting regarding establishing a local subsidiary in China through wholly foreign owned enterprise / limited partnership / joint venture
  • Consulting on laws and regulations related to conducting business in China and business environment
  • Preparing and reviewing contracts related to transactions between South Korea and China
  • Comprehensive legal service regarding Chinese corporation’s investment in South Korea
 
Finance
  • Consulting on financing for South Korean corporations investing in China
  • Consulting on financing for Chinese corporations investing in South Korea
  • Preparing contracts for syndicated loan, project financing, structured loan, guaranty or collateral involving China
  • Consulting on settlement using the currency of RMB between China and South Korea
  • Consulting on business operation and supervisory authorities for outbound Korean financial institutions
  • Consulting on business operation and supervisory authorities for inbound Chinese financial institutions
 
Fair Trade 
  • Reviewing legality in advance and executing compliance training for executives and employees 
  • Assist organizing compliance program
  • Assist responding to dawn raids by competition authority
  • Consulting on countermeasures regarding investigations including application for suspension of investigation, such as enterprise content management systems, and leniency programs.
  • Consulting on countermeasures regarding investigations including application for suspension of investigation, such as enterprise content management systems, and leniency programs.
  • Reviewing law on cartel, abuse of market dominant position, and M&A and conducting analyses in terms of economy and accounting
  • Assist minimizing administrative and criminal sanction
  • Consulting on civil damage proceedings
 
Taxation
  • Transfer pricing policy and forming strategies
  • Analyzing transfer price and preparing a report on transfer price synchronization
  • Bilateral / unilateral APA / MAP
  • Consulting on Korea-China Tax Convention / Korean tax law / Chinese tax law
  • Consulting on taxation related to M&A
  • Tax consulting on corporate restructuring such as establishing / conversion into holding company
  • Accounting / financial due diligence on target corporations for acquisition
  • Tax consulting related to investment in China
  • Consulting on customs in China
  • Matters related to anti-dumping
 
Real Estate
  • Analyzing and selecting transaction structure for real estate investment
  • Analyzing tax benefits regarding real estate investment
  • Consulting on selling and purchasing real estate
  • Consulting on real estate development business
  • Consulting on real estate lease issue
  • Consulting on construction, engineering, and environment issues 
  • Consulting on financial issues related to real estate
  • Resolving conflict regarding real estate
 
HR/Labor 
  • Legal consulting: Consulting on labor law, diagnosing legality, litigation consulting, amendment to regulation / system
  • Consulting on HR structure: Global HR strategy, strategy to acquire and maintain key figures, HR system improvement, organization / personnel diagnosis, managing organization and change, and leadership diagnosis
  • Consulting on labor-management relationship: consulting on strengthening labor management system, labor-management negotiation, response to dispute / strike, developing site labor leadership, diagnosing labor-management relationship risk
 
Intellectual Property 
  • Application / registration for Chinese intellectual property rights and researching precedent technology (including design) / trademark
  • Determine whether Chinese patent / utility model is valid or violated
  • Dispute involving Chinese intellectual property rights (filing a petition of objection, invalidation trial, infringement suit, and crackdown on counterfeits)
  • Transfer of Chinese intellectual property rights and license negotiation
 
Litigation & Arbitration 
  • Analysis on threatened disputes and consulting on dispute prevention measures 
  • Analyzing issues in pending disputes and consulting on strategies
  • Consulting on dispute resolution strategies through foreign litigation and international arbitration 
  • Foreign litigation and international arbitration (witness interview and fact finding, preparing argument brief, oral proceeding, and examining witness)
  • Selecting local law firms and consulting on selecting legal or technological experts
  • Conducting and consulting on negotiation for settlement
  • Consulting on disputes in fields including, but not limited to, M&A, foreign investment, construction or energy project, trade, and commerce

Key Experienceshow

M&A / Fair Trade 
  • Advised on the approval of cross-border telecommunication business acquisition.
  • Advised on a machinery company’s project to acquire a Chinese manufacturing firm.
  • Advised on the legal due diligence regarding finance for the Chinese subsidiary of a chemical company. 
  • Advised on the acquisition of a Chinese company by an electronics company.
  • Legal due diligence on Chinese operations for a steel company.
 
Managing Limited Partnership / Joint Venture / Wholly Foreign Owned Enterprise / Holding Company / Subsidiary 
  • Advised on a chemical company’s limited partnership project with AHF in China.
  • Advised on a chemical company’s project to establish a wholly foreign owned enterprise in China.
  • Advised on a chemical company’s limited partnership project with FS in China. 
  • Advised on an investment company’s joint venture in China / Inner Mongolia.
  • Reviewed incorporation of an IT company’s local subsidiary in China.
  • Advised on establishing a holding company of a chemical company in China.
  • Advised on establishing a coil center for a general trading company in China.
  • Reviewed establishing a financial subsidiary of a machinery company in China.
  • Advised on establishing a venture capital for a telecommunications company in China.
  • Advised on establishing a CVC of a telecommunications company in China.
  • Advised on auditing the Chinese subsidiary of a broadcasting and telecommunications company.
  • Advised on establishing a subsidiary of a shoes manufacturing company in China. 
  • Advised on a financial institutions’ limited partnership project for a real estate management company in China.
  • Reviewed contract of a chemical company’s Chinese subsidiary.
 
Sales of Equity Securities 
  • Reviewed issues on a machinery company’s spin-off of its Chinese subsidiary.  
  • Reviewed issues regarding equity sales of a finance company’s Chinese subsidiary. 
  • Advised on reviewing a finance company’s share of Chinese subsidiary.
  • Advised on an investment company’s project to sell Korean investment shares. 
  • Reviewed a machinery company’s sales of equity of Chinese subsidiary.
 
Investment Development and BOT 
  • Advised on an overseas company in the construction of a tunnel in China. 
  • Advised on a finance company’s BOT of Chinese highway.
  • Advised on a finance company’s PF project in China.
 
Listing / IPO 
  • Revised lead manager agreement related to a Chinese cosmetics company’s public offering in South Korea.
  • Advised on the legal issues related to a heavy industry company’s public offering in Hong Kong and the listing procedures.
 
Recovery of Claims 
  • Advised a domestic bank on recovery of claims related to Chinese PF. 
  • Advised a finance company on recovery of claims from a Chinese company.
 
Criminal/Civil Litigation 
  • Advised on dispute resolution and criminal charges regarding a Chinese aviation company’s claims/equity transfer against a Korean company.
  • Advised on damage claim litigation on Chinese aviation cartel.
  • Advised a Chinese aviation company’s Korean subsidiary on severance payment claim.

 

Real Estate & Construction 
  • Advised on an office building development project in China. 
  • Advised on a chemical company’s acquisition of right to use the land in China. 
  • Reviewed questions regarding the ownership of land and building related to moving the headquarters of a bank’s Chinese subsidiary.
  • Advised on a project for urban planning in China.
  • Advised on establishing JV for a construction company’s U-City Project in China.
  • Advised on the sale of an apartment and business model for a Beijing subsidiary.
 
General Consulting 
  • Advised on establishing a R&D center in China.
  • Advised on establishing a subsidiary in China.
  • Advised on the authorization for building additional factories in China for a chemical company.
  • Advised on the approval for a Taiwanese company to establish a manufacturing subsidiary in South Korea and for tax exemptions for high-technology.
  • Advised on a Chinese company’s private consignment for issuing Chinese visas.
  • Advised on the expansion into China.
  • Advised on a machinery company’s Greenfield Investment in China.
  • Advised on a bank  and a company’s RMB Fund Project.
  • Advised on the tax issue of moving a  Hong Kong subsidiary to China.
  • Advised on CKD business and Chinese TP.
  • Advised on whether a company’s Chinese subsidiary is applicable to multi-level sales organization.
  • Advised on trade disputes. 
  • Advised on a shipping company’s China-related business and operation.
  • Advised on Chinese law for an electronic company.
  • Advised on CDM business in China.
  • Advised on the sub-regulations related to Chinese antitrust law for many economic institutions and Korean corporations.
  • Advised on execution of sales dealer contract in China.
 
Tax / Transfer price 
  • Advised on the tax audit and APA project regarding transfer price among the Chinese subsidiaries of an automobile parts company and their domestic affiliates.
  • Advised on the tax issues on the costs of a Chinese subsidiary.
  • Advised on the tax issues on trade and commerce such as value added tax on tax rebate rate.
  • Advised on tax issues on shifting a distributor’s Chinese holding company.
  • Advised on making policies regarding transfer price between a machinery company and its Chinese subsidiary.
  • Advised on the tax audit and APA project regarding transfer price among an electronic company  and its three Chinese subsidiaries.
  • Advised on APA and mutual agreement project regarding transfer price between a machinery company and its Chinese subsidiary.
  • Advised on the structuring and tax consulting on the investment in a RMB fund.
  • Advised on financial due diligence on management and control over two Chinese subsidiaries.
  • Advised on tax audit on the  acquisition of a Chinese company.
 
HR / Labor 
  • HR due diligence regarding M&A of a semiconductor company’s Chinese entity.
  • Diagnosis of the organizational culture of a Chinese subsidiary and advised on improvements.
  • Improved the HR system of a Chinese subsidiary.
  • Integrated the HR system of a Chinese subsidiary.
  • HR PMI Project after a company’s M&A in China.
  • Diagnosis of leadership of Assistant Supervisor at a company’s Chinese subsidiary.
  • Diagnosis of company leadership of a supervisor at a Chinese subsidiary.
  • Improved HR system of a distributor’s Chinese subsidiary.
  • Diagnosis of HR / Legal risk of the Chinese subsidiary.
 
Intellectual Property Right 
  • Filed petition of objection, adjudication, and litigation to stop companies from applying for imitated trademarks.
  • Negotiation with the Chinese holder of trademark concerning a trademark transfer.
  • Preparing Chinese/Taiwanese patent statement, application, and adjudication. Filed petition of objection to European patent and researched the precedent technology in China for a patent invalidation suit.
  • Appealed a case regarding similar trademarks in China between companies..
  • Diagnosis of infringement risk on trademark use.
  • Introduced a company’s technology into South Korea and prepared to launch a new product.
  • Investigation and crackdown on Chinese manufacturer of counterfeit products.

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