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Lehman, Lee & Xu

China attorneys, patent & trademark Agents

Beijing-shanghai-shenyang

Beijing International Club, Suite 188

21 jianguomenwai Dajie, Beijing 100020 China

Phone: (86)(10) 6532-3861 TeleFax: (86)(10) 6532-3877

mail@chinalaw.cc http://www.chinalaw.cc

Introduction

Lehman, Lee & Xu, China Attorneys, Patent and Trademark Agents ("Lehman Lee") is the largest and one of the oldest private, full-service law firms in the People's Republic of China ("China").  We have consistently been rated among the top firms in China by our peers and regional legal publications.  In 1999, Lehman Lee was selected as one of the top three law firms in China by Asian Lawyer and a number of Lehman Lee's lawyers were rated as top attorneys by Asia Law & Practice in the fields of banking, finance, litigation, intellectual property, information technology, labor, and mergers and acquisitions.

In China, success depends on a proactive, well-conceived approach to problem solving.  To that end, we employ innovative, pragmatic China strategies, extensive experience, and hard work.  We recognize success depends upon close coordination with and satisfaction of our clients.  Our lawyers regularly meet with clients to set objectives, including developing budgets for attorney time and major expense items.  We strive to develop an intimate knowledge of each client's needs and objectives.  We seek long-term partnering relationships with clients, to the end of providing the best total solution to each client's multi-disciplined and industry-specific legal service needs.  Our goal is to be an instrumental part of each client's success in China.

Representative Clients

Auto Manufacturers and Parts

AC Delco

Delphi

Dianpan Fuel Injection Systems

General Motors Corporation

Holland Neway

TTI International

Aviation

Delta Airlines

Lufthansa German Airlines

Banking and Investment Services

Bank of Austria

Banque General

WestLB

 

Machinery and Equipment

Halliburton

Lake Shore

Magnequench

Manufacturing

Paragon Homes

ProClocks Incorporated

Sun Ringle

Media and Multimedia

American Broadcasting Corporation (ABC)

Car & Driver

Christian Broadcasting Network

Continental Broadcasting System (CBS)

Global Television Systems

Impact

Representative Clients Continued

Coalitions & Industry Associations

 

American Citizens Abroad

Association of International Chemical Manufacturers of China (AICM)

China International Franchisor's Association (CIFA)

China Petroleum Manufacturer's Association (CPMA)

European Federation of Pharmaceutical Industries and Associations (EFPIA)

Foreign Researched based Pharmaceutical Manufacturers Association of China (FRPIA)

International Federation of Pharmaceutical Manufacturer's Associations (IFPMA)

National Association of Patent Practitioners (NAPP)

Northeast China American Chamber of Commerce

Pharmaceutical Research Manufacturer's of America (PhRMA)

Veband Forschender Arzneimittelhersteller E.V. (VFA)

 

Computers & Software

 

Sino Sky

Sun Microsystems


Construction

 

BMP Australia

Paragon Homes

Phillip Holzmann

 

E-Commerce & Internet

Sohu.com

Sina.com

Netease

Lystar

redBANG

Buyatchina.com

Cat-street.com

Ebid.com

Intermost

Xianzai

Education

Carthage College

China Britain Management Training Centre

Loyola University of Chicago

Education Continued

New School for Collaborative Learning

Western Academy of Beijing

Western Management Institute of Beijing

Electronics

 

AC Delco

CEL

Honeywell

Pelco

PLP Electric

Sassin International Electric Company

Siemens China

VEI Italy

Entertainment

 

Columbia Pictures/Sony

Chinese National Basketball Association ("CNBA")

Da Shan

Heineken Beat Music Festival

Universal Studios

 

Finance and Credit Management

 

Dun & Bradstreet

Economic Development Corporation of Canada ("EDC"

 

Food Processing and Manufacturing

 

Arabica Roasters

Cadbury Schweppes

Fresico

Gass Meats

Gerber

Herman Goetlitz Candy Company (Jelly Belly)

Novartis

Rich

Tai Pan

Walls Unilever

 

Forest Products

Evergreen Forestry

UPM Kymmene

Franchising

Arco AM/PM

Century 21/Maxpro

Chem Dry

Clark Hatch Fitness Centers

Exil

Marry Brown, Family Restaurants

New Horizons Computer Learning Centers

Hsieh International

Media and Multimedia Continued 

IMS

IsMay Publications

Music Television, Asia

Newsweek Magazine

Metro

Ringier Pacific

US Media Corporation

Viacom

Xianzai, Beijing

Xianzai, Shanghai

Non-Governmental Organizations and Non-Profit Organizations

 

American Club of China

American Chamber of Commerce, Northeast China

American Chamber of Commerce, Tianjin China

Animal Welfare Fund

Evergreen Family Friendship Service

Focus on the Family

Life Outreach International

Orbis

People to People, Humana

Phillip Hayden Foundation

Project Hope

Save the Children

Salvation Army

World Vision

World Wide Fund for Nature (WWF)

Pharmaceuticals and Health Sciences

 

American Home Products

AstraZeneca

Aventis

Bayer

Boehringer Ingelheim

Bristol Myers Squibb

Covance

Eli Lilly

Fresenius

Gedeon Richter

GlaxoWellcome

Hexal

Hoechst Marion Roussel

Knoll

Merck

Novartis

Rhone-Poulenc Rorer

Roche

SB Bioligicals

Schering AG

Schering Plough

Schwarz Pharma

Shandong Dermik

Shanghai Ethypharm

SmithKline & Beecham

SmithKline & French

Solvay Pharma

Wyeth-Lederle

Xian Janssen

Zeneca

 

Real Estate

 

Gasparin Group

Greenland Gardens

Long Cheng Gardens

Shanghai Center

Telecommunications

 

AT&T

Nokia

Blonder Tongue Laboratories, Inc.

Trading Companies

 

Jebsen

 

Transportation & Shipping

Global Silverhawk

Legal Services

Our extensive experience mirrors our considerable geographical coverage.  Whether you require legal assistance in the capital or throughout China, we are ready to assist you.  Our strong commitment to its international practice is evidenced by our offices located in Beijing, Shanghai, and Shenyang.  Similarly, our years of experience in varied fields afford us the ability to provide practical, timely legal advice to protect and assist our clients on a day-to-day basis.

Aviation and Shipping: We have a thorough understanding of the legal complexities of aircraft and spare parts financing. We are in a unique position, given our strong China-related banking background, to advise airlines, international and local packagers, and financiers in the China market.

We often explore with packagers and financiers possible aircraft financing techniques and structures to take advantage of the preferential tax treatments in different tax regimes.  In this respect, we have advised on cross-border operating/finance leases of aircraft; cross-border tax based aircraft leasing such as JLL (Japanese leveraged leasing) and commission-FSC arrangements as well as US Eximbank or European export credit agency supported financing of aircraft.

Our ship financing transactions involve many jurisdictions and through our strong contacts with flagging authorities and foreign correspondents, we have experience in handling transactions involving a broad range of vessels, from new-builds (such as VLCCs, Panamax bulkers at international yards, including yards in China), and second-hand vessels which frequently involve changes of flag, to domestic craft (such as dredgers, survey and tug boats and pleasure craft).

Our asset financing activities often involve elements of leasing or leasing structures. We advise lessors in respect of their leasing finance activities in China.

Banking: We advise international and domestic banks on all aspects of Chinese banking law.  We have served as legal advisor to the China Foreign Banks Association.  Our members have lectured at the World Bank concerning Chinese banking and debt laws.  We have several lawyers who have been voted among Asia's leading lawyers in the field of banking by Asian Law and Practice Magazine.  Our close contacts with major bank clients afford us extensive and in depth practical experience in the operational side of China's banking system.

As sophistication in the banking industry grows in China, so too does the role of our banking lawyers.  At the management level, our advice is to ensure that when senior bankers make strategic decisions they do so within proper legal parameters.  In this context, we advise on compliance issues and on legislation changes.

Working with bank clients, we develop new banking products and review and improve current banking services.  We draft and review bank mandates and standard form documentation on a great variety of products and services including trade finance, foreign exchange transactions, electronic banking services, and many different forms of securities.

At the operational level we provide day-to-day banking advice to bankers at all levels and on all matters relating to China banking operations.  We advocate preventive measures to be taken by bankers and encourage clients to anticipate and forestall problems.

Copyright:  Lehman Lee helps clients protect their copyrights in valuable works of authorship, including computer software, paintings, novels, multimedia products, music and audiovisual works.  We routinely analyze the scope of copyright protection available for new media, provide advice on copyrights in the context of the Internet, and work with clients to file appropriate copyright registrations.  We have in-depth experience advising clients on "works made for hire" and on various defenses available to claims of copyright infringement.  We have assisted numerous authors in granting the right to take their works of authorship into different media.

Corporate General: Our corporate attorneys offer clients a full range of services, including general corporate representation and representation on a transactional basis for major projects.  On a regular basis, we provide advice and representation to major Fortune 500 companies, as well as smaller companies in industries as diverse as information startups, retailing, and high technology.  Our general corporate services range from drafting contract provisions to representing companies in mergers and acquisitions.  We regularly attend board of directors' meetings, provide the legal experience necessary to structure private financing, and prepare and review the periodic reports required under Chinese laws and regulations.  We are actively involved with new business enterprises and their financing requirements.

Debt Collection and Debt Management: We created the modern system of debt recovery and management in China.  Only Chinese law firms may legally engage in debt collection in China.  We offer a broad range of debt collection services, including dunning letters, purchasing bad debt, and collecting on contingency or by the hour.  We work with corporate CFO's to manage and minimize outstanding receivables   We regularly litigate in Chinese courts on behalf of creditors.

The litigation process is relatively short.  An initial hearing is usually scheduled within one month after the court accepts the case.  At the initial hearing, the court usually hears evidence and attempts to mediate a settlement.  If mediation is unsuccessful, the court will schedule a second or third hearing, then announce its decision

If the decision to litigate has been made, there are good reasons to begin the process immediately.  First, most debt cases are subject to a two-year statute of limitations.  Delay can foreclose the opportunity to recover.  Second, judges tend to consider how seriously (quickly) the plaintiff has pursued its claims as a factor in making a decision.  Third, defendants who are not paying debts to one party are often not paying other debts.  The sooner a plaintiff sues, the better chance he will have of recovering from a defendant whose resources may be quite limited.

Electronic Commerce: Lehman Lee represents some of China's leading technology companies.  Many of our clients were pioneers in and remain at the forefront of electronic commerce in China.  We also address the myriad of electronic commerce issues for other clients, including financial institutions and clients establishing an Internet presence. 

Employment and Labor: Human resources are an important aspect of any business.  Of all the difficult areas that companies face when they first venture into China, human resources is one of the most complex.  There are many facets of the local situation that investors find difficult to understand.  From recruitment of local workers to structuring remuneration, the welfare system to labor dispute resolution, foreign companies will find there are many practices that differ sharply from their experience elsewhere.  Our employment lawyers have counseled multi-nationals on every aspect of the China human resource law with successful results.

China's human resource situation is complicated by the existence of both national legislation and numerous local regulations, which sometimes conflict.  Thus, one of our goals is to provide a pro-active guide to China's regulatory framework on matters such as recruitment, structuring remuneration, role of labor unions and the communist party in the workplace, employment contracts, work hours, leave, safety, and accidents.

A typical situation that most foreign companies face as they expand in China is changing their representative office staff into branch office personnel once the company has established a foreign invested enterprise.  This involves not only passing the appropriate corporate resolutions, but also, among other things, establishing appropriate pension funds, benefits packages, and employee labor registrations.

Our attorneys provide sound, practical, up-to-date advice to Human Resource Administrators.  We deal regularly with the following types of matters:

  • Employment law, contracts and registration at the Labor Bureau pertaining to expatriates and Chinese nationals;

  • FESCO and similar employment agencies, transfers from other enterprises, hukou, visas and Labor Bureau registrations;

  • Salaries, accommodations, allowances, bonuses, health and medical packages, dismissal, severance payments, confidentiality and non-competition, maternity leave, leaves and holidays, special rules concerning female employees;

  • part-time workers;

  • Labor unions and the role of the communist party in the workplace;

  • Background checks on employees;

  • Public Security Bureau issues and registrations;

  • Bribery, theft and corruption;

  • Tax liability or disputes with the local tax bureau, pension funds, insolvency;

  • labor plans and development of management personnel;

  • Handbooks;

  • Ethics codes;

  • Employee contracts;

  • Labor disputes; and

  • Converting representative offices and their personnel into branch offices.

Entertainment: Our experience in traditional entertainment law includes production, finance and distribution of theatrical and television productions and music licensing and recording in China.  We handle all aspects of Chinese entertainment industry transactions.  We represent producers and production companies, distribution companies and financial institutions, theaters and galleries, and literary and music publishers.  We also represent talent (actors, writers, directors, musicians and music groups, composers, visual artists, authors, playwrights, choirs, photographers and managers) and employers of talent.  Our significant experience with high technology and entertainment clients allows us to provide sophisticated legal services for all traditional entertainment projects, as well as for interactive and multimedia productions.

Finance: Business people venturing into China must base their financial and investment decisions on solid legal foundations.  For newcomers, and even old "China Hands," the profusion of laws, regulations, provisions and circulars regulating finance in China can be confusing at best.  We provide experience-based guidance in all regulatory aspects of finance in China.  Our lawyers have multinational expertise on issues vital to equity and cooperative joint ventures, wholly foreign-owned enterprises, banks and non-bank financial institutions.  We assist foreign investors in finding their way around the regulatory maze to achieve their objectives.  Some of the issues we have advised on are:

  • Debt financing of joint ventures, wholly foreign owned enterprises, capital contributions of joint ventures, domestic listings;

  • Letters of credit, risk-based capital requirements, counter-trade,

  • auditing, bonds, project finance-credit documentation, reporting

  • Loan loss reserve requirements, foreign exchange bank accounts for FIEs, export trade finance, infrastructure finance, debt and capital components;

  • Foreign exchange risk, project finance, regulation of foreign invested financial institutions

  • A-Shares, B-Shares, N-Shares, S-Shares.

Franchising: The Lehman Lee Law Firm formed and acts as legal advisor to the China International Franchisers Association ("CIFA"), an association representing the interests of international franchisers franchising in China.  This organization provides a strong voice with Chinese ministries and assists members in business problems and operations.  China officially opened the door to franchising in November 1997 when it published the Franchising Regulations. The Lehman Lee Law Firm assisted in drafting these regulations, which authorize the creation and legal protection of nationwide franchise networks.  They create a comprehensive law that defines and protects franchisers’ and franchisees’ legal rights.  China is using the Franchising Regulations to welcome and encourage foreign franchisers to set up franchise networks in China.  Our franchise attorneys act for a number of national and international franchisers operating in China.  Our attorneys advise on all aspects of franchising, and particularly the legal requirements and implications of establishing a franchise or licensing operation in China.

The Lehman Lee Law Firm is the leading Chinese law firm in the field of franchising.  Our attorneys regularly advise on:

  • Initial strategic planning for franchisers;

  • Drafting the prospectus and supporting registration documents that are required under the Franchising Regulations to be filed with the China Chain Store and Franchise Association prior to commencing franchise operations;

  • Compliance with disclosure requirements;

  • Drafting essential documents in compliance with Chinese law, including:

a.       Franchise agreements (master and sub-franchise);

b.      Guarantee, confidentiality, and non-competition agreements;

c.       Trademark license agreements;

d.      Technology transfer agreements and approvals;

  • e.       Creation of franchiser operating vehicles for acquisition of "legal person" Securing MOFTEC and other government approvals (including transfer of technology & import approvals) for international investments;

  • Facilitation of foreign exchange approvals for royalty payments;

  • Registering trademarks and enforcing intellectual property rights;

  • Assistance in contractual arrangements for logistics and distribution;

  • Arbitration and dispute resolution;

  • Enforcement of franchisee compliance, and other vital legal services for the franchiser in China.

Foreign Invested Enterprises and Strategic Partnerships: Our attorneys regularly structure and negotiate corporate, tax, regulatory, intellectual property, and related issues involving complex and simple China representative offices and foreign invested enterprises (FIE) including cooperative and equity joint venture companies (JVC), wholly foreign owned entities (WFOE), branch offices, and trading companies.  We have handled hundreds of strategic merger and acquisition transactions in China, ranging from small business sales to acquisitions with valuations in the billions of dollars.

Information Technology: Lehman Lee plays a leading role in the development and financing of new technologies, applications and services in the digital revolution in China.

We represent start-up companies, venture capital investors, manufacturers and developers in the new media and communications industries.  Our clients range from Internet service providers and Internet e-commerce enterprises to information technology companies, innovative satellite companies, both established and new telephone carriers, mobile phone and paging companies, cable TV systems, new television and movie studios, consumer electronics companies and emerging producers and distributors of audio and video products.  Lehman Lee has particular strengths in assisting these companies with early stage and venture capital investments, initial public offerings (IPOs), joint ventures and strategic alliances and intellectual property protection.

Our Communications and Technology Group comprises attorneys drawn from our mergers and acquisitions, securities, intellectual property, telecommunications, entertainment and litigation practices, including professionals with science, engineering, Internet and content backgrounds.

Intellectual Property Protection: We boast one of the strongest intellectual property practices in China today.  We are licensed to act as agents for intellectual property related matters, including registrations.  We have developed a particular expertise in Internet and domain law in China.  In addition to registering patents, trademarks, service marks, utility models, and copyrights, engaging in trials, arbitration, litigation, oppositions, licensing, searches, investigations, surveillance, anti-counterfeiting, and registration of computer software, we have successfully assisted a broad range of clients with the following IP matters:

  • Content, identification and valuation of technology

  • Registration,

  • Priority filing

  • Opposition

  • Licensing and technology transfer agreements

  • Transfer of rights, warranties, and royalties, and

  • Illegal technology transfer, infringement and administrative agency

  • Collection of judgments

Investigations: Our in-house investigative department, which is staffed with former Public Security officials, is the only licensed, liability insured, confidential, and professional private intelligence organization in Beijing.  We specialize in background investigations of distributors, agents, employees, financial corporations, and due diligence regarding delivery, quantity and quality as well as investors embarking upon a foreign investment enterprise or a trading venture.  We are able to report past and present credit histories, review criminal and civil court records, assess financial liability, interview past employees and clients, and verify operations for our clients.  Some of our investigative functions include:

  • Insurance Claims;

  • Financial and Corporate Verification;

  • Import/Export Investigation;

  • Background Check on Partners;

  • Asset Searches;

  • Undercover Investigations.

Investment: One of the most important achievements of China's effort to develop its economy has been its success in attracting large amounts of foreign investment.  A significant factor in this achievement has been the establishment of a legal framework for foreign investment.  Since its inception with the Sino-Foreign Equity Joint Venture Law in 1979, China's regulatory framework for foreign investment has grown in complexity and sophistication.  A large body of legislation is now in place specifically concerning foreign invested enterprises ("FIE"), including equity joint venture companies ("JVC"), co-operative JVC's, and wholly foreign owned entities ("WFOE").  In addition, there is a growing body of legislation governing economic matters such as contracts, intellectual property, dispute resolution, companies, and securities.

The development of legislation has benefited foreign investors by providing better legal protection and greater certainty.  Despite this advance, many observers continue to emphasize the importance of informal agreements, the nature of personal connections, and the difficulties in adequately enforcing contracts and the law.  Nevertheless, it is crucial that foreign investors seek the fullest possible protection under Chinese law and ensure that their business operations meet regulatory requirements.  Our attorneys help clients overcome the difficulty and uncertainty of China's investment climate by offering practical advice regarding the basic regulatory aspects of foreign investment in China.  Some of the areas where we have provided legal assistance are:

  • Joint venture contracts;

  • Mergers of operations from joint venture companies ("JVC") to wholly foreign owned entities ("WFOE")

  • Documentation for WFOE;

  • Foreign investment enterprise management structures;

  • Obtaining tax benefits for technologically advanced enterprise status, export-oriented enterprise status, investment into high technology and other special status zones;

  • Locating distributors and sales agents;

  • Establishing representative offices, branch offices of foreign companies, and branch offices of foreign invested enterprises;

  • Establishing holding companies, trading companies, and leasing of state-owned enterprise;

  • Technology transfer contracts and product liability;

  • Dispute resolution provisions and arbitration and litigation services.

Litigation: Our strategic approach to litigation combines careful analysis of the legal position with the ability and determination to move decisively to protect our clients' interests.  Through close client/partner contact, we stay keenly aware of our clients' concerns, including the need to conduct litigation in a cost-effective manner. We mobilize our team of experienced lawyers and support staff to respond quickly to crises and to seek immediate relief for our clients.

Our experience in banking litigation is especially strong with a particular emphasis on handling disputes arising from documentary letters of credit and trade finance.  We also have specialist expertise in securities litigation, the protection of intellectual property rights, asset recovery, insurance and insolvency.  Our clients consult us on all types of commercial disputes and property related problems.

We are also experienced in arbitration.  In the past, this was a very popular form of dispute resolution in Sino-foreign joint ventures.  Today, China's judiciary and laws are more mature and decisions based on law have given stronger credibility to the local courts for dispute resolution.  Nevertheless, we have conducted numerous arbitration proceedings, with generally satisfying results.  More importantly, we have been quite successful in assisting clients to enforce their arbitration awards in China.

Our litigators handle every kind of dispute resolution, from traditional court cases to domestic and international arbitration, and from alternative dispute resolution processes to administrative tribunals of all kinds. We try cases and handle appeals. We recognize that, while procedures vary before Chinese administrative agencies, arbitration panels, private institutional tribunals, legislative investigations, and different courts, the process is essentially the same: to identify facts that support our client's position, to resolve disputed facts in its favor, and to identify and apply existing doctrines of law -- and to create new ones -- that support our clients' position.

Our litigation practice includes securities; corporate and intellectual property matters; antitrust and other trade regulation disputes; criminal matters; communications matters; defective product and product liability cases; criminal trials involving diverse issues; libel and defamation, trade libel and corporate defamation and disparagement cases; real estate matters; copyright royalty disputes; and wrongful death. 

Media: Lehman Lee offers publishers, broadcasters and online service providers a full range of legal services in media law.  We help acquire content, review stories before publication, defend defamation and invasion of privacy claims, analyze issues involving rights of publicity, obtain access to public records, and handle contract and advertising disputes.

Mergers and Acquisitions: We have played a prominent role in the mergers and acquisitions field in China today.  Over the years, we have been involved in some of the most highly publicized acquisition, divestiture and takeover transactions.  One well-known example is the merger between pharmaceutical giants Rhone Poulenc Rorer and Hoechst Marion Roussel into the new Aventis.

Our lawyers have deep experience in all the corporate disciplines necessary to consummate a successful M&A transaction.  Our M&A Group is supported by specialists in other departments of Lehman Lee, including experts in taxation, litigation, and other experts, where relevant, in real estate, bankruptcy, and personal representation.

Lehman Lee represents clients in the full range of M&A activity, including friendly and hostile takeovers of companies, stock and asset acquisitions of companies, divestitures, spin-offs, going private transactions, and the like.  Transactions range in size from the millions to the billions of dollars.  Our clients are involved in diverse businesses, such as manufacturing, technology, consumer products, electronics, financial services, health care, computer hardware and software, entertainment, energy and natural resources, and other diverse pursuits (please refer to our "Representative Clients" section).

Nonprofit Organizations: We probably represent more not-for-profit organizations then any other law firm in China today.  Our lawyers have worked extensively with the Ministry of Civil Affairs ("MCA"), the governmental body in China charged with overseeing non-profit organizations, in drafting new laws for China.  Our Nonprofit Section focuses on compliance with Chinese laws regarding the formation, operation and termination of charitable and other nonprofit organizations. We service colleges and universities, hospitals, social service and other types of public charities, private foundations, chambers of commerce, business leagues, trade associations, social welfare organizations, community foundations and other types of nonprofit organizations.  Our services include:

Preparing applications for income tax exemptions;

  • Drafting corporate documents, including articles of incorporation and by-laws, consistent with desired tax objectives;

  • Providing guidance with respect to unrelated business income tax issues as they relate to the operation of organizations;

  • Providing advice and services relating to annual, capital, and deferred giving development programs, including drafting agreements for charitable remainder and lead trusts, gift annuities and pooled income funds;

  • Providing counsel to charitable organizations with respect to avoiding private foundation status and the excise taxes to which private foundations are subject;

  • providing general legal and tax services required by charitable and other nonprofit organizations;

  • Drafting State and Local Taxation Department ruling requests with respect to contemplated transactions of exempt organizations.

Pharmaceutical and Health Sciences: We have developed a niche in the pharmaceutical and medical device industry.  The thirty-six largest foreign pharmaceutical companies in China appointed our firm legal advisor to the Foreign Research-based Pharmaceutical Industry Association ("FRPIA").  The FRPIA was established and exists to help shape the laws, regulations, standards, ethics, policies, and practices of the foreign pharmaceutical industry in China.  Lehman Lee assisted with the drafting of the FRPIA's code of ethics, bylaws, and constitution, and housed the original FRPIA in its offices. One of our senior lawyers now serves as the Executive Director of the FRPIA.

We have served as counsel to twenty-eight foreign pharmaceutical companies operating in China regarding the following matters:

  • Intellectual property protection

  • Product registrations

  • Governmental lobbying

  • Due diligence with regard to JVC partners and foreign trading company partners;

  • JVC and WFOE feasibility study reports;

  • Every aspect of foreign-invested pharmaceutical enterprise negotiation and documentation;

  • Development of promotional/marketing teams;

  • Establishment of foreign-invested pharmaceutical  enterprise branch/representative offices across China;

  • Litigating as plaintiff's counsel for the enforcement of non-compete clauses for key pharmaceutical employees, such as national sales managers;

  • Drafting and gathering documentation for filing applications for administrative protection;

  • Drafting and negotiating general contractor's agreements for the design and construction of pharmaceutical factories;

  • Drafting master schedules for the construction of pharmaceutical factories in relation to product registrations;

  • Negotiating and drafting pharmaceutical distribution agreements;

  • Trademark registration and drafting technology import contracts;

  • Debt collection against Chinese distributors; and,

  • Assisting foreign pharmaceutical distributors in establishing legal mechanisms to conduct business in China.

Piracy: Our anti-piracy team is known for its sophistication and experience with issues on the very edge of technological development and the laws designed to protect that development.  We organize and direct nationwide investigations and surveillance programs with our own licensed investigators.  We conduct multi-site seizures of counterfeit goods, related business records, computer databases and production facilities.  We institute and monitor pre-judgment freezes of defendants' assets.  We also coordinate our private enforcement actions with federal and local criminal enforcement activities. 

Profit Repatriation: Currency risk management is a critical necessity for business operations in China.  Unfortunately, the options for foreign exchange management via the currency markets are limited.  To use exchange rate differentials to maximum effect, an effective internal corporate program must be implemented.  We have analyzed specific problems and provided foreign invested enterprises a number of potential foreign exchange solutions and strategies, including the establishment of licensing agreements, the formation of management contracts, and other creative methods.  Areas where we have provided foreign exchange counseling include:

-   Filing licensing agreements with SAFE;

-   Debt/reserves and monetary intervention in China;

-   Currency devaluation and risk assessment analysis;

-   Legal framework concerning foreign exchange controls;

-   Utilization of existing exchanges to obtain hard currency;

-   Coordinated strategies for balancing foreign exchange and repatriating profits, including financial transaction-based strategies, utilizing JVC/FIE leverage, and transactions involving SWAP Centers and PBC.

Project & Infrastructure Finance Department: Rapid infrastructural developments in China call for a huge injection of funds.  The accession of China to the World Trade Organization creates many new opportunities for foreign investors and international banks who are trying to find a niche in this emerging market.  We seek to be innovative in advising on China-related project finance, structuring loans that satisfy Chinese legal requirements as well as the needs of both lenders and borrowers.  We have advised on a broad range of infrastructure projects

We assist clients in setting up businesses in China from the initial stage of project feasibility study to the establishment, operation and dissolution of businesses. We advise on and arrange application to government for approval, taxation, loan structuring and documentation, transfer, amalgamation and spin-off of these businesses.

We have also been retained on numerous property-related transactions in China.  With our network of offices in China, we are able to keep up with the fast pace of development in the property market in China. 

Our experience in giving advice on syndicated loans is not limited to local syndications but extends to complex international syndications. Apart from structuring and documenting loan finance, we advise on re-scheduling of debts.

Securities: The emergence of stockmarkets in China and overseas listing of state enterprises have attracted global attention in the past few years.  The Shanghai Stock Exchange and the Shenzhen Stock Exchange A and B-markets opened in 1990 and 1991.  We have had lawyers involved with all aspects of the laws and regulations since that time.

The stock market in China is regulated by the China Securities Regulatory Commission, an executive branch of the Securities Committee of the State Council.  Our lawyers have assisted with all aspects of the new securities markets, including:

  • Investing through China funds;

  • Asset allocation in Asia;

  • Rights and Obligations of holders of overseas listed foreign shares under Chinese laws; and

  • Investing in foreign-listed Chinese shares.

Tax: Managing tax successfully is essential to the success of any business.  In China, foreign businesses are faced with a unique and complex tax environment.  Our attorneys act as invaluable advisers in this unfamiliar territory for foreigners.  The Lehman Lee Law Firm has dealt with every aspect of Chinese tax issues for all types of foreign enterprises as well as individuals, representative offices and agents, including the following areas:

  • Value added tax, unified tax law, real estate gains tax, real estate tax, regulatory tax on the direction of fixed-asset investment, resource tax, tax treaties, stamp duty;

  • Special investment areas and concessions, turnover taxes, individual income tax, quotas, securities transaction tax, vehicle and vessel tax, turnover taxes, joint venture income tax, tax holidays;

  • Foreign enterprise income tax, foreign income tax credit, depreciation,

  • deed tax customs duties, concessions, border open cities, consumption tax;

  • Consolidated industrial and commercial tax, high and new technology industrial and development zones, border open cities, tax disputes, farmland use tax, banquet tax; and

  • Agriculture tax, administration, assessment, and collection.

Telecommunications: Lehman Lee provides knowledgeable counsel on a broad range of regional and national telecommunications matters.  We represent information service providers, broadcasters, cable networks, and large users of telecommunications services.  We regularly assist our clients with antitrust, regulatory and criminal issues; telecommunications, franchising and other commercial contracts; enforcement, licensing and applications proceedings; representations before the Chinese regulatory bodies; and the legislative process in China.  Our experience in all facets of telecommunications and information services enables us to provide our clients with unique, innovative solutions to the complex issues created by the convergence of these technologies.

Trade and Marketing: The rapid increase in China trade in recent years has created many business opportunities for foreign export and import companies.  However, there are many pitfalls facing a foreign company operating in China.  It is vital for a foreign company, whether buying from or selling to China, to ensure that its interests are properly protected.  In order to help foreign companies structure successful deals in China, we provide clients with overall assistance with the legal aspects of trading and marketing goods in China, including:

  • Foreign trade corporations (import/export companies) agency, export import licenses, certificates of origin, commodity inspection, standards;

  • Sales of goods contracts, technology import contracts, trade law, carriage of goods by sea contracts, letters of credit;

  • Compensation trade, processing and assembly contracts;

  • Customs duties and value added tax; and

  • The role of representative offices in China.

Trademark and Domain Names: We regularly assist clients through the entire process of obtaining a trademark registrations: screening and selecting the right mark, preparing the trademark application and prosecuting it in the China Trademark Office, and maintenance of the registered trademark.  In conjunction with a network of experienced foreign counsel, we advise clients on protecting their trademarks throughout Asia and worldwide as well.  We protect and defend our clients' trademark rights through cease-and-desist letters, negotiating consent agreements, administrative proceedings before the China Trademark Office and Chinese court litigation.  We also counsel clients throughout every stage of the domain name process, including all aspects of domain name registration and protection in China.  We conduct domain name searches, register domain names and develop post-registration strategies.  The science of domain name searches is evolving as electronic commerce grows in popularity and domain name disputes increase.  We conduct and review comprehensive search reports to prioritize clients' risks and exposures, determine the availability of the domain names selected, and advise clients on the ability to register their proposed domain name.

Trade Secrets and Non Competition: Our attorneys assist employers in protecting their trade secrets and proprietary business information in the employment arena.  We help clients design and enforce appropriate agreements and policies governing the use of confidential information by employees, and proscribing the duties of departing employees in the areas of competition and client solicitation.  We also assist clients in analyzing and navigating the risks associated with hiring new employees from their competitors.  Our attorneys frequently litigate and arbitrate employment disputes involving claims of trade secret misappropriation and breach of non-solicitation and non-competition agreements.

Publications

We produce a wide range of regular newsletters and publications to clients free of charge.  We are always ready to discuss other ways in which we might help our clients.  For instance, we can provide lectures and seminars specifically tailored to clients' needs.  Please contact our Beijing Office for further information on these services and our available publications.  Publications are listed by office and sub-divided by practice area for your ease of reference and are available on request.

Communication with Your Lehman Lee Attorney

Our normal office hours are 8:00am to 6:00pm Monday to Friday.  We are happy to see you outside these hours by arrangement.  Meetings can be held in our offices or at some other location more convenient to you.  Our telephone lines are all connected to our general voice mail system that allows you to leave messages outside office hours.

Billing Procedures

We strive to provide our clients with quality service.  As part of this service, we like our clients to know the way in which they will be charged and billed for the advice and services we provide.  The following outlines the basis of charging for work done and the billing policies and procedures for the Lehman Lee Law Firm.

Time Based Charging: Our bills are usually prepared by taking into account time spent on your file by our professional staff.  We record our time in units of 6 minutes.  Our professional staff has different hourly rates reflecting their experience and expertise.  There are other methods of charging that you may discuss with us, which might result in different charges being made.  An amount may be incorporated in our fees to reflect the difficulty or complexity of a matter.  This amount will be included in any quote or estimate we give you.  No charge is made for secretarial or administrative staff except in circumstances where client requirements demand significant secretarial or support staff services out of normal office hours.

Costs Agreement: All clients have the right to negotiate a cost agreement at the commencement of a matter.  In many cases we write to our client on receiving instructions setting out the terms of a proposed costs agreement for approval.  Cost agreements must be evidenced in writing.  You may wish to seek independent advice on a cost agreement we propose to you.

Quotes and Estimates: Where reasonably practicable we will give you our estimate of the likely cost of acting on your behalf.  However, many matters are complicated by issues which arise subsequently, the attitude of the other side, or unforeseen complexities. In such cases, a range of likely costs will be provided.

There are matters on which we can give a fixed quote.  However, where a fixed quote cannot be given, you may request that a budget be placed on the file or an appropriate cost milestone be established.  We will then work on your file until the budget or milestone is reached and report back to you.  Any budget or milestone will be based on an estimate of the likely costs involved having regard to the information about the matter available to us at the time.

If we retain a barrister or other consultant outside of China on your behalf we will, if required, first obtain for you an estimate of that person's fees or the range into which those fees will fall.

If you have a concern, cost constraint or special requirement regarding billing arrangements, please discuss these with us at the earliest possible stage.  Communicating your requirements to us allows us to assist you appropriately.

Moneys Spent On Your Behalf: Separate from our professional fees are the disbursements, which we may pay or incur on your behalf.  We will ask you in advance for large disbursements such as stamp duty, registration fees, barrister's fees, court fees, or conveyancing enquiry fees.  We will also bill you for expenses incurred on your file such as photocopying, domestic and international telephone calls, facsimile transmissions, postage, delivery charges and search fees.  These will either be at cost to us or will incorporate a service charge.  Some of these services are provided to us by a related entity.  An itemized breakdown of disbursements will be provided upon request.

Billing: You are entitled to receive a bill of costs in every matter. Where a matter will be completed in a relatively short time, one month for example, we will bill you at the completion of the matter.  Other matters will be billed on a regular basis, usually monthly.  We also understand that some clients require different arrangements for the form or frequency of bills and we are happy to accommodate these on request.

Our bills will be in the form of a lump sum bill with a narration of the work to which the bill refers.  The narration will show the time spent by partners and other staff on various aspects of your matter and may be supported by production of computer time records.  Clients are responsible for payment of our charges in full notwithstanding that in litigious matters, if you are successful, an Order may be made against another party to contribute, or that in other matters there may be a contractual obligation on another party to pay or contribute to your costs.

Note: If you are unsuccessful in a litigious matter an Order may be made against you to contribute to another party's costs.

Payment Terms: Our bills for both disbursements and professional fees, unless otherwise indicated are final for the work described and are due for payment within 7 days of the date of the bill. If accounts are not paid we may cease work or terminate our services.

Trust Account: At the commencement of a matter or thereafter from time to time, we may ask you to deposit money in our trust account to cover our anticipated fees and disbursements.  These moneys are retained and applied to our bills only when they are issued to you.  If we receive any money on your behalf, this will also be paid into our trust account.  We will give you a statement detailing all your transactions through our trust account.

Progress Reports: It is our policy to provide and you have the right to expect written progress reports on matters we are handling for you.

Client Satisfaction: Quality to us means total client satisfaction - not only with our services but also with our fees and bills.  If you are unhappy with a bill or have a query, please tell us. Simply contact the partner responsible for your matter.  We will make every effort to ensure that your inquiry is dealt with quickly, efficiently and, most importantly, satisfactorily from your point of view.

Storage of your Files and Documents: We are not obliged to store your files and/or documents after completion of a matter but usually we will be able to do so for a period of time.  Except for documents held in safe custody, other stored files and/or documents may be destroyed after seven years.  We do not accept liability in the event of earlier loss of stored files or documents although reasonable care will always be taken.

Further Information: If you require further information on billing procedures, please contact the partner responsible for your matter.

Reasons Clients Give for Selecting Lehman Lee

Effective: China lawyers with decades of experience in industry and government who know instinctively what strategies are most likely to achieve the desired outcomes.

Efficient: Strict monitoring of costs and budgets.  Cases are staffed by lawyers and paralegals with levels of experience appropriate to the complexity of tasks involved.

Responsive: Telephone calls, voice-mail and e-mail messages are returned promptly. Filings and reports are delivered when promised or before.

Practical: China legal strategies that add value by solving business problems and preventing costly disputes, while meeting legal and regulatory requirements.

Creative: Innovative China solutions that result from a variety of approaches, including negotiation with administrative agencies, alliances with other businesses, legislative initiatives or litigation.

Knowledgeable: In-depth understanding of China's laws, courts and regulatory agencies, its politics and history, and how the country's economy and local conditions affect specific industries.

Experienced: Seasoned practitioners whose experience enables them to respond faster and with fewer false starts in solving clients' problems.

Dependable: China lawyers who accept responsibility for deadlines, identify and correct problems swiftly, communicate faithfully and deliver what is needed to achieve your business and personal goals.

Conclusion

Our philosophy regarding all clients is total dedication to achieve their objectives by providing the highest quality, state-of-the-art advice, tailored to fit the needs of each particular situation.  We do not furnish conventional answers to questions or approach matters in a conventional way when some other answer or approach would suit the client's needs better.  We provide creative and innovative solutions that reflect long years of experience and insight into the specialized demands of each transaction.  We use a team approach to achieve highest quality, efficient, and cost-effective results

Our philosophy is driven by the principles of providing practical and effective professional China representation and establishing and maintaining long lasting attorney-client relationships.  We are committed to being responsive to the needs of each client and to providing counsel and advice which enables our client's China business to prosper in the long term.  We believe that close personal attention is the surest means of achieving these goals and of providing the proper foundation for a valued long-term relationship.  We look forward to the opportunity of working with you, learning about your business, and developing a lasting and mutually rewarding relationship.

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