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The New Foreign Investment Law is Coming – What Companies Need to Know
November 28, 2019 @ 6:30 pm - 9:00 pm
In association with
Dear Members and Friends of SwissCham,
The new Foreign Investment Law of China will enter into force on January 1, 2020 and aims to enhance the market access for foreign investors. The new law requires Joint Ventures to implement mandatory changes to the company structure within a five-year transitional period. This transitional period is shorter than it sounds, because re-negotiations of a Joint Venture Contract (“JVC”) and its transformation into a Shareholders’ Agreement, the corresponding amendments of the Articles of Association and the registration process with the Market Supervision Administration will take time. In addition, the so-called “Negative List” which regulates the restricted or forbidden sectors for foreign investment has been updated and integrated into the new law. The Negative List matters especially for those foreign investors whose investment activities in China are affected by the recent updates. The enactment of the Foreign Investment Law is part of a bigger wave of legal reforms in China. For example, the highly relevant topic of related-party transactions has led to several court judgments and has ultimately prompted the release of a Judicial Interpretation by the Supreme People’s Court of China in April 2019. The Judicial Interpretation expressly states that in order to protect shareholder interests, related-party transactions to the detriment of a company may not be healed by procedural approvals of the company’s organs, which western shareholders would usually regard as sufficient. Subsequent damage claims by minority shareholders may threaten the very existence of such companies.
These recent legal reforms not only bear challenges, but also provide a good opportunity for foreign investors to protect their interests, e.g. by implementing an exit strategy and filling potential gaps in the existing JVCs. The speakers Mr. Cheng Chen, Of Counsel of Kellerhals Carrard, and Ms. Sabine Neuhaus, Associate of Kellerhals Carrard, will provide practical advice on how to better protect investors’ interests when re-negotiating Joint Venture Contracts and Articles of Association.
The presentation will be followed by a panel discussion with other legal experts in the field of foreign investment law.
Cheng Chen, Of Counsel of Kellerhals Carrard
Mr. Chen graduated from the University of Fribourg (lic. iur., equivalent to BLaw and MLaw) in Switzerland and has a lawyer license issued by the Chinese State. Proficient in Chinese, German and English, he has been practicing law for nearly 14 years, during which he provided legal services in corporate law, mergers and acquisitions, litigation and arbitration for a number of European companies, especially Swiss companies. As the only lawyer recommended by the Embassy of China in Switzerland, he assisted many Chinese state-owned and private companies in their investments and acquisitions in Switzerland. He has a good knowledge of Europe, especially when it comes to Swiss culture, values and ways of thinking. Through his ability to comparatively read the legal systems of Switzerland and China, his proficiency in multilingualism, and his pragmatic approach to problem-solving, he has brought strong support to his clients both at home and abroad.
Sabine Neuhaus, Associate of Kellerhals Carrard
Sabine Neuhaus is an associate of Kellerhals Carrard based in Shanghai. She primarily advises clients in the areas of mergers & acquisitions, corporate, contract and foreign investment law and in international commercial arbitration. She has obtained her legal education at the University of Zurich (BLaw, MLaw) and at the University of Hong Kong (LL.M.; all with distinction) and has working experience with leading Swiss business law firms and a major Swiss bank. Her track record involves being a member of counsel teams advising a large Chinese SOE in its public takeover of a Swiss corporation, handling investment transactions between Switzerland and China (including PE and VC transactions) as well as advising clients in construction and post-M&A arbitration proceedings. Sabine Neuhaus regularly speaks at international arbitration conferences and is a member of the Board of SwissCham Shanghai as well as the Vice President of the Moot Alumni Association.
Dr. Huini Li, Partner of Adamas Avocats Associés
Karen Liu, Senior Partner of Huiye Law
Date & Time 日期及时间
18:30 – 21:00 Thursday, 28 November 2019
Program Rundown 活动流程
19:40-20:20 Panel Discussion and Q&A
Member Price: RMB 250
Non-Member Price: RMB 350
RSVP Deadline 报名截止日期
Please register by November 26, 2019 请在2019年11月26日前登记
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