Corporate/Commercial

Our attorneys have extensive experience in international business transactions and are familiar with issues that such transactions commonly involve. Due to their international legal education and practice background in different jurisdictions in Asia, Europe and the U.S.A., the partners of the firm are experienced in Common Law as well as Civil Law.

Regular assignments include:

• Foreign investment in the Asia Pacific Region
• Development of industrial projects, including Joint Ventures
• Negotiating investment projects with corporate entities, government authorities and individual investors
• Technology transfer and Intellectual Property Licensing-in and Licensing-out
• Advising on legal aspects of setting up production facilities
• Legal advice on structuring and implementing business development projects
• Strategic planning back-up

(1) GENERAL

• China: Negotiated, implemented and set up 100 % foreign owned companies, Joint Venture Companies, including the acquisition of land for production facilities in Beijing
• China: Assisted in setting up Representative Offices in Beijing and Shanghai, and companies in Free Trade Zones (Waigaoqiao)
• Indonesia: Established various companies and advised on the set-up of a diagnostic manufacturing plant in Batam
• Japan: Negotiated and drafted contracts for land purchase for production facilities in Toyama for a European company and followed up with the drafting and negotiation of the required engineering and consulting agreements
• Germany: Negotiated, structured and implemented world-wide cooperation for the distribution/licensing of blue chip pharmaceutical/diagnostic products between leading health care companies
• Germany: Advised on numerous agreements including Patent, Know-How, License, Cooperation, Manufacturing, Secrecy, Distribution and other agreements
• Malaysia: Set up affiliates in Kuala Lumpur for various multinational companies
• Panama: Set up a holding and distribution company in Panama / Colon
• Singapore: Set up wholly owned affiliates and Representative Offices for multinational companies; Negotiated with the EDB various biomedical projects
• South Africa: Set up an affiliate in Johannesburg for a marketing and sales organization
• Taiwan: Established wholly owned affiliates for multinational companies in Taipei; Advised leading insurance company on market entry for travel insurance in Taiwan
• Thailand: Carried out the first successful application for a healthcare company to set up a 100 % wholly owned Company with Board of Investment privileges in Bangkok; Regularly assist European companies in their preferential investment applications for infrastructure, production and other projects with the Thai Board of Investment; Proposed strategic legal scenario for major insurance company's market entry into Thailand and assisted in implementation and set-up; Assisted major European airline company on setting up of BOI promoted company in Thailand and assisted in establishing a regional data center in Bangkok; Assisted major European company in shareholder dispute, drafted all documents for a share buy-out and Settlement Agreement
• Turkey: Set up a wholly owned affiliate in Istanbul
• Vietnam: Established wholly owned companies and representative offices in Hanoi and Ho Chi Minh City
• Vietnam: Advised major European airline company on all aspects of setting up a new cargo terminal in Ho Chi Minh City

(2) RESTRUCTURINGS

• Bermuda: Advised on the restructuring of a Pension Fund for a major European Healthcare Company
• India: Assisted in the restructuring of the affiliates of a major public listed European company
• Indonesia: Led the restructuring of the affiliates of a major European company, including share purchase from founding shareholders
• Malaysia: Advised on corporate restructuring efforts of a major European publishing company, led negotiations with the Foreign Investment Commission
• Malaysia: Advised European pharmaceutical company with regard to restructuring their entire Asian operations
• Thailand: Advised engineering arm of a premium automobile company regarding the relocation and restructuring of their Asia headquarters
• Thailand: Advised leading European public listed sports apparel company with regard to the restrucuturing of all their commercial operations including sales outlets, streamlining of holding companies etc;
• Thailand: Advised leading European insurance company with regard to restructuring of their Thai operations
• Thailand: Advised leading fragrances and flavor manufacturer with regard to the restructuring and streamlining of their Thai operations
• Thailand: Advised leading European airline with regard to the restructuring of their Thai operations, including obtaining of Board of Investment approval

(3) JOINT VENTURES

• China: Terminated JV negotiations of two health care companies (China); Assisted in the acquisition and restructuring of a Chinese Joint Venture company in Shanghai by a European company
• Japan: Negotiated, implemented and set up Joint Venture Companies in Tokyo
• Korea: Negotiated, implemented and set up a diagnostic Joint Venture Company in Seoul
• Laos: negotiated a Join Venture re-alignment on behalf of a European leading insurance company
• Saudi-Arabia: Negotiated and implemented a production Joint Venture Company in Riyadh
• Taiwan: Advised on the legal aspects of various Joint Venture projects
• Thailand: Negotiated and set up multiple Joint Venture Companies in Bangkok and other cities under the Foreign Business Act

(4) M&A
We continuously advise and assist various multinational companies in identifying and short-listing suitable acquisition candidates in various Asian countries. This includes assistance in the preparation of the feasibility studies and due diligence exercise, purchase negotiations and the drafting of the purchase and related contractual documents. Recent examples include:

• China: Led the negotiations for an asset purchase where assets were located in various cities and held by various affiliates (China)
• India: Assisted in acquisition of majority shares of a multinational company in a Joint Venture Company (India)
• India: Advised on the merger of a European company's operations with a leading Indian Company (India)
• India: Assisted in acquisition of majority shares of a multinational company in an Indian Joint Venture Company
• India: Advised on the merger of a European company's operations with a leading Indian Company
• Indonesia: Screened and short-listed acquisition target companies for a leading European healthcare company; led acquisition negotiations
• Japan: Advised on the legal aspects of merger of several group entities of a multinational company for tax optimization
• Japan: Assisted in the first acquisition of a Japanese healthcare company by a multinational non-Japanese company
• Japan: Led negotiations and drafted required agreements for the acquisition of a pharmaceutical manufacturing plant in Kaibara
• Mexico: Advised on the acquisition of a Joint Venture share package by a European company in Mexico City
• Pakistan: Advised on the acquisition of a shell company in Karachi
• Philippines: Assisted a major European healthcare company in locating a suitable company for acquisition purposes, proposed legal scenario for acquisition strategy and led due diligence team and carried out acquisition negotiations
• Singapore: Regularly involved in acquisitions for European companies; advised leading international flavours and fragrances manufacturer with regard to the acquisition of the affiliates of a Japanese target company; Assisted European company with regard to the acquisition of an Asian target company
• Thailand: Advised a major European Assistance Company in their acquisition efforts of a Thai company, proposed legal scenario for acquisition strategy and led acquisition negotiations
• Thailand: Assisted major European exhibition services company to acquire equity stake in a Thai exhibition services company
• Thailand: Asssisted European environmental technology company to acquire assets of a Thai company