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Vol 23 No 3 March/April 2018

Book of the Month

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Scamell and Gasztowicz on Land Covenants

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Chinese Company and Securities Law 2nd ed

ISBN13: 9789041160584
Previous Edition ISBN: 9789041126191
Published: February 2016
Publisher: Kluwer Law International
Country of Publication: The Netherlands
Format: Hardback
Price: £168.00

In stock.

Chinese Company and Securities Law is a detailed, systematic explanation – by a practising lawyer with over ten years experience at one of the top law firms in China – on the rules and procedures affecting FDI, M&As, and listings in China today.

Focusing on practical matters such as key regulations, regulatory requirements, and transactional procedures and structures, the author leads the practitioner through the maze of interconnected national and local authorities, demonstrating expert knowledge of when, and under what circumstances, various rules apply and when they do not, as well as showing practical skills on how to structure a particular deal under current regulations.

This book is written from the perspective of foreign investors with investment interests in China, and thereby enables one to comprehend the various complex reasons the government hedges foreign investments – either green field Foreign Direct Investment (FDI) or Mergers and Acquisitions (M&As), with a complex system of laws, regulations and guidelines, bristling with challenges and uncertainties for even the simplest investment or restructuring undertaking.

What’s in this book This book deals with the special requirements and procedures that are of most concern and interest to foreign investors, by providing step-by-step guidance for investors and their advisors on what is actually required to achieve a successful outcome and how to achieve this in practice rather than looking only at procedures.

The book provides an analysis of factors such as:-

  • the establishment of a new Foreign Invested Enterprise (FIE), including a substantial review of the establishment of both common FIEs (either whole foreign ownership or joint ventures with Chinese parties) and particular FIEs (such as a foreign invested holding company, stock company or partnership);
  • the cross-border acquisition of a domestic company by foreign investors including the restructuring of existing FIEs by way of domestic re-investment or equity transfer or mergers;
  • the takeover of a PRC listed company by foreign investors through such methods as a Qualified Foreign Institutional Investor (QFII/RQFII) or strategic investment;
  • the acquisition of a State-Owned Enterprise (SOE), either listed or non-listed SOE;
  • the merger control review and national security review involved in an M&A transaction; and
  • the Initial Public Offering (IPO), follow-on offerings including private placement on Chinese capital market, as well as the issuance of corporate bonds in China.

Since the year 2008 when the first edition of this book was published, many significant developments have taken place in regard to the laws and regulations in FDI, M&As and capital market. Such developments and new regulations as of October 2015 are discussed in this second edition.

To facilitate a clear picture, this book contains figures and tables in relation to the regulatory requirements and procedures. How this will help you Chinese Company and Securities Law primarily gives an understanding of what special requirements are needed for a foreign investor in regard to complying with the legal framework relating to investments in China. This book helps foreign investors, or their advisors, to understand the recent changes which have taken place in order for them to meet government requirements and obtaining government approval.

For law firms advising companies on investing in China, or for in-house counsel, this book is without peer as a comprehensive, reliable and easy-to-use resource. At every stage of a project, from the initial business decision to problems arising after successful start-up and during day-to-day operations, it will provide clear, authoritative guidance for years to come.

Other Jurisdictions , China
CHAPTER 1 Introduction: Regulatory Framework of Foreign Investment

Part I Investment Vehicles
Introduction: Latest Developments in Relation to Investment Vehicles
CHAPTER 2 Foreign Invested Enterprises
CHAPTER 3 Foreign Invested Holding Company
CHAPTER 4 Foreign Invested Company Limited by Shares
CHAPTER 5 Foreign Invested Partnership Enterprise

Part II Cross-Border Mergers and Acquisitions (M&As)
Introduction: Cross-Border Mergers and Acquisitions
CHAPTER 6 Inbound Acquisition of Domestic Enterprises
CHAPTER 7 Acquisition of State-Owned Enterprises (SOEs)
CHAPTER 8 Equity Transfer and Pledge in Existing FIEs
CHAPTER 9 Domestic Re-investment by Existing FIEs
CHAPTER 10 Merger between or with FIEs
CHAPTER 11 Merger Control and National Security Review

Part III Public M&As
Introduction: Latest Developments in Relation to Public M&As
CHAPTER 12 Tender Offer and Negotiated Transfer
CHAPTER 13 Change of Interests and Disclosure
CHAPTER 14 Transfer by SS (SS)
CHAPTER 15 Strategic Investment by Foreign Investor
CHAPTER 16 Investment via Qualified Foreign Institutional Investor
CHAPTER 17 Substantial Asset Restructuring
CHAPTER 18 Asset Purchase through Private Placement

Part IV Corporate Finance
Introduction: Corporate Finance
CHAPTER 19 Initial Public Offering
CHAPTER 20 Follow-On Shares Offering
CHAPTER 21 Corporate Bonds
CHAPTER 22 Corporate Governance