Foreign Direct Investment

JT&N has one of the preeminent foreign direct investment (FDI) practices in the PRC. One of the earliest law firms in China to handle FDI projects, JT&N draws on its longstanding experience in the field to advise clients on both the foundational mechanics of inward investment into China, including cooperative and equity joint ventures and wholly-foreign owned enterprises (WFOEs), as well as the most sophisticated investment strategies in China today. The firm’s FDI practice encompasses M&A (including private equity) and capital markets transactions, with specific strength in the structuring, negotiation and documentation of a wide range of complex corporate and financing transactions. We work closely with major international law firms in North America, Europe and Asia to provide coordinated cross-border advice in respect of foreign investment projects.

Our lawyers have extensive experience counseling clients on every phase of all forms of foreign investment into China, including:
  • Mergers
  • Acquisitions
  • Joint Ventures
  • Private Equity
  • Qualified Foreign Institutional Investor (QFII)
  • Venture Capital
  • Wholly-Foreign Owned Enterprises (WFOEs)
  • Establishment of Branch and Representative Offices
  • Joint-Stock Company Investments
JT&N brings an unparalleled combination of transactional sophistication together with regulatory expertise to all of its FDI projects, and our clients benefit from the firm’s long-established relationships with the PRC ministries and regulatory agencies charged with overseeing foreign investment into China.

The volume of industry-specific policies, rules and regulations in China is growing at an explosive pace, and JT&N’s lawyers are recognized experts in the legal and regulatory framework governing a broad range of industries. We regularly counsel clients on the entire process of applying for and obtaining government approvals at national, provincial and local levels; compliance with central and local-level regulations; the creation of industry-appropriate systems for on-going compliance; and implications of tax and financial regulatory oversight for specific industries. The firm provides accurate and timely advice on issues such as appropriate licensing, practical approaches to new policies, how to operate within unsettled areas of regulation, and how to best position a company for future regulatory developments. We routinely act as PRC counsel in advising and opining on complex cross-border transactions and financings that require the highest level of expertise in the PRC legal and regulatory environment in a wide range of industries.

Joint Ventures and WFOEs

Advising foreign investors in the establishment of joint ventures and WFOEs is a traditional strength of JT&N’s FDI practice. Even as the PRC economy and legal system evolve to accommodate a myriad of possible legal structures for inbound investment, the joint venture vehicle remains the optimal choice for thousands of foreign investors in China every year. Joint ventures are being increasingly utilized by investors in highly regulated “new industries” such as telecommunications, securities, asset management and insurance.

JT&N attorneys work closely with clients at the very earliest stages to analyze various joint venture structures in light of the client’s objectives in China. We understand the importance of the future cooperation of the parties to a joint venture and accordingly place great emphasis on our skill as negotiators, as well as our ability to manage the joint venture transaction from beginning to end so as to maximize harmony and cohesiveness of purpose, while protecting and furthering our client’s interests.

Some representative joint venture issues on which we regularly advise include:
  • Pre-structuring analysis
  • Negotiation with potential partners and partners throughout the process
  • Organizational structuring
  • Financing and capital structure
  • Tax strategies
  • Full documentation
  • Regulatory compliance
  • Approval process management and guidance
  • Management and employee contracts
  • Non-circumvention and non-disclosure agreements
  • Local partnership arrangements