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Over 2009, many firms like Vinson & Elkins (which appointed M&A partner Jay Kolb), Orrick (which appointed M&A partner Wu Niping) and Cadwalader, Wickersham & Taft (which appointed M&A partner Zhang Jiannan) have relocated resources and made new appointments. Troutman Sanders has just jumped on the bandwagon by appointing Richard Grams as partner to boost its Shanghai M&A group. Prior to joining the firm, Grams was head of Stephenson Harwood’s China practice, where he was China co-counsel. Grams has also practised with several international and Hong Kong law firms in Hong Kong and Beijing and he previously worked in-house with Mobil. He handles broad-based FDI, cross-border M&A, PE and commercial matters in Greater China. Grams has experience advising PE funds who are targeting companies in the alternative energy, media, financial services, consumer and industrial sectors in China and Hong Kong. The addition of Grams boosts Troutman Sanders’ presence in China to 30 attorneys. The firm opened its Hong Kong office in 1997 and expanded into Shanghai in 2007.
长盛积极开拓并购市场
过去12个月，中国的并购业务发展如火如荼，令多家跨国律师事务所考虑重新调 整业务重点。 2009年，文森•艾尔斯（任命 Jay Kolb ）、奥睿（任命 Wu Niping ）及凯威莱 德（任命 Zhang Jiannan）等事务所均重新配置资源，任命并购业务负责人，积 极把握市场机遇。 最近，长盛律师事务所任命 Richard Grams 担任合伙人，巩固上海并购业务 团队的实力。 加入长盛之前，Grams 曾主管罗夏信律师事务所的中国业务，担任中国业务联 合顾问律师。Grams在香港和北京的多家跨国和香港本地律师事务所有工作经 历，还曾担任美孚的内部律师。 Grams 熟悉大中华地区的多领域外商直接投资、跨境并购、私募股权及商业 事务。他曾为私募股权基金提供顾问服务，目标公司涉及中国和香港地区的替代 能源、媒体、金融服务、消费品及工业领域。 Grams 加入后，长盛目前在中国市场已拥有30位律师。长盛于1997年成立香港 办事处，2007年将业务拓展至上海。
HaoLiWen
HaoLiWen adds custom law expertise to partnership Shanghai’s endeavours to become a leading international shipping centre has driven the city’s law firms to build up practices and expertise that are relevant to the shipping and logistics industries. One of Shanghai’s rising firms, HaoLiWen, has recently done this by promoting a customs law specialist to partner. Zhou Hemin, with 11 years of legal practice experience, has become a partner and co-heads the firm’s customs & tariffs practice group with senior partner Zhao Deming. Zhou has been practising at the firm for five years as a senior consultant Parry Zhou specialising in customs law, and he also serves as an associate professor at the Shanghai Customs College. The HaoLiWen customs & tariffs team currently consists of seven lawyers. The firm was established in 2003 in Shanghai and has now established two offices overseas – Chicago and Dublin.
昊理文提升海关法专家为合伙人
上海正积极发展成为国际领先的航运中心，本地律师事务所亦积极开拓与航运和 物流相关的业务，补充专业人才。上海昊理文事务所近期将海关法专家晋升为合伙 人，迎合业务发展的需求。 周和敏拥有11年法律服务经验，近期升任合伙人，与高级合伙人赵德铭共同主 管海关和关税业务部。周和敏在昊理文拥有五年工作经验，担任海关法高级顾问 律师，还是上海海关学院副教授。 www.legalbusinessonline.com
Beijing Time Management for PRC Anti-Monopoly Filings
U
nder the PRC’s Anti-Monopoly Law framework, a concentration of undertakings exceeding certain thresholds would have to be filed to the Anti-Monopoly Bureau (“AMB”) of MOFCOM for approval before the measures can be implemented. As a consequence many M&A transactions reaching the thresholds would have to be reported to AMB, which means parties to the transaction need to make extra time in the deal structure for this procedure. After a report is officially filed with AMB it will first be passed to the General Office for a 30-day preliminary review. The 30-day clock starts ticking when an initiation notice is issued. If AMB decides to conduct a further review, it shall normally be completed within 90 days, and in special circumstances after AMB has notified the parties in writing, an extension of 60 days can be imposed. Regardless the pre-filing preparation period, the time period from official initiation to conclusion for a filing could vary from 30 days to 180 days. Parties
Date of filing
Date of initiation
Difference Date of between public filing and notice initiation (days)
Length between initiation and notice (days)
Inbev and ABC
2008.9.10
2008.10.27
47
2008.10.27
22
Coca Cola and Huiyuan
2008.9.18
2008.11.20
63
2008.11.20
118
Mitsubishi Rayon and Lucite
2008.12.22
2009.01.20
29
2009.01.20
94
GM and Delphi
2009.08.18
2009.08.31
13
2009.08.31 28
Pfizer and Wyeth
2009.06.09 2009.06.15
6
2009.06.15
Panasonic and Sanyo
2009.01.21
103
2009.05.04 179
Average
2009.05.04
43.5
106 91.2
As shown above from the six cases published by AMB, the average time between filing and initiation is 43.5 days. The quickest took only 6 days to obtain the initiation notice but later took 106 days for the decision notice. The average time between initiation and public notice is 91.2 days, with the quickest taking only 28 days. It must be noted in most cases which are unpublished, averagely it took 14 days to get to the initiation and another 30 days for AMB to issue decisions. To be on the safe side, parties should allow 50 days for the procedure when planning a deal.
Tips for Preparation: 1. Take full advantage of pre-filing consultation meeting to consult with officials on any potential issues AMB might be concerned. 2. Comply with the formality required and ensure each issue specified by AMB is addressed in the report. 3. Research and prepare market data to support or explain your arguments, even though in certain industries market data is difficult to find. Shaosong Sun, Guantao Law Firm Email: sunshs@guantao.com Yuye Lu, Guantao Law Firm Email: luyy@guantao.com Tel: 8610 66578066 | Fax: 8610 66578016 Add: 17/F, Tower 2,Yingtai Center, No.28 Finance Street, Xicheng District, Beijing 100140, China
Shaosong Sun
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