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| ABOUT J. D. HANDS & SCOPE OF PRACTICE |
ABOUT J. D. HANDS & SCOPE OF PRACTICE
About J. D. HANDS
J. D. HANDS is a full service law firm. We provide a broad range of counseling services in a wide range of legal issues, handle the shaping and implementation of all different forms of transactions involved in modern business and finance. Over years, we have thrived on designing enduring solutions and on pursuing and defending our clients’ interests.
We handle all aspects of business and finance. Our lawyers play key roles in financing, banking, international trade and overseas investment, corporate and securities. Maritime law, insurance, real estate, litigation and dispute resolution, legislative drafting and advice to statutory and government bodies are among our specialties.
Our network of lawyers and resources allows the most skilled and effective people relevant in the circumstances, and the delivery of an integrated service to our clients. The quality of our people and their specialist skills and constructive and workable solutions for clients set Yuan&Partners apart from other law firms. Numerous examples of significant transactions and projects in which we have acted characterize a locally and nationally leading law firm.
Our practice is founded on the following values.
The pursuit of the proper application of legal theories in practice and the most effective commercial and legal outcome for clients.
A commitment to keeping up to date with rapid changes in the world of business and finance, and anticipate their effect.
A commitment to intellectual rigor in all aspects of our work.
A scrupulous approach to issues of client confidentiality and conflicts of interest.
Leadership among the legal profession and the business community.
A belief that good people and quality management practices are fundamental to achieving legal excellence.
A commitment to attracting and keeping the best possible employees.
A commitment to ongoing training and education.
Approach to services
Research service
Yuan&Partners have an efficient private sector research and information center. Our researchers maintain a substantial collection of resources concerning the law and clients’ industries. Where relevant, and where licenses permit, we make some of these resources available to our most valued clients.
Client education
While we pay special attention to understand fully the nature of each client’s business and markets in which they operate, we keep clients up to date with developments in the law through our complimentary regular newsletters and series of seminars.
Sharing resources
Our network of lawyers and resources is dedicated to providing the most relevant service to clients. Our policy is to make available the most skilled and effective people relevant in the circumstances, regardless of the office in which they are based, and at no added inconvenience to clients.
Information technology
Every employee is linked to computer network and to the Internet. State of the art customized software and databases allow fast and secure document production and research, and seamless inter-office and Internet communication.
Business and government links in China and overseas
As active members of business community, we deal extensively with leading financial intermediaries, brokers, consulting firms, and local and national government representatives. We also maintain strong links with advisers overseas, particularly in Japan, Hongkong and New Zealand. Should you need referrals or introductions to these parties, we would be happy to arrange them.
Basis of charging
Our basis of charging is assured to be established on principles of fairness and representing value. It is based on several elements such as time, experience, complexity and etc. We can agree alternative arrangements individually with clients.
Scope of Prac tice
Banking
Our banking and finance teams have extensive experience in advising banks, borrowers, arrangers and packagers on a wide range of matters. Clients include domestic and international banks and institutional lenders, borrowers and a number of corporations that are among the major raisers of debt in China.
Team members advise on:
bilateral and syndicated loans
secured and unsecured (negative pledge) lending
bank regulation
general banking issues, including checks, bills of exchange and consumer finance law
litigation for banking clients
Insurance law
Yuan&Partners’ insurance teams provide a full range of services in insurance related litigation and corporate advice. They advise insurers on policy, claims and regulatory issues and have specialist skills advising both insurers and policyholders in professional indemnity matters.
Services include advising on:
new insurance product development and policy drafting
issues of coverage and liability under a variety of policies, including marine, personal accident and material damage
legislation affecting insurers and policy holders
insurance audits and risk analysis
Relationships between insurers, brokers and insurance intermediaries.
Team members also regularly represent clients involved in insurance related disputes in all PRC courts and in mediations.
Admiralty and Maritime law
The maritime law practice represents shipping interests and insurers in disputes and commercial transactions of every kind.
Services include:
Representing parties in commercial disputes relating to shipping
Acting on behalf of underwriters and their insured
Negotiating commercial and financial transactions related to maritime activity
Defending shipowners and fishing vessel owners in prosecutions
Representing parties involved in shipping casualties, collisions, salvage incidents and associated marine inquiries and litigation
Representing port companies and ships’ agents on liability issues
Representing clients, including banks, in any matter involving the admiralty jurisdiction of the courts of PRC
Advising on all types of marine insurance issues.
Company and commercial law
Many of Yuan&Partners’s practice areas revolve around company and commercial law. Our advisers have a thorough understanding of the history and practice of company law in China.
Our company law specialists regularly advise clients on:
company constitution issues, including advising on the balance between shareholders’ and directors’ powers, and reviewing constitutions for compliance with PRC laws and PRC stock exchange listing rules
shareholder issues, including terms of issue of shares, shareholders’ rights and remedies, distributions to shareholders and satisfying the solvency test
corporate governance and directors’ duties, including conflict of interest issues
company structuring and reorganizations (including capital restructuring , amalgamations, liquidations and demutualisations)
change of corporate control (including take-over and amalgamations)
public floats, and share issues, share offers and buybacks
shareholder relationship structures (including shareholder agreements, differential classes of shares, and development of special and constitutionally entrenched shares)
company law disclosure requirements in relation to statutory reporting
Securities law
Stock Exchange listing rules
Yuan&Partners have been involved in some of the major public securities offerings in PRC. The firm has been at the forefront of many developments in securities law and has been closely involved in reform and regulation of PRC’s securities markets.
The securities law teams provide assistance and advice on:
• All aspects of floats and public offerings – including prospectuses, underwriting arrangements, due diligence and listing arrangements
• Take-over and amalgamation transactions
• Stock Exchange listing rule compliance (including major and related party transactions, and general reporting requirements)
• PRC securities law aspects of international public offerings and private placements, and cross-border issues of PRC registered offerings into other jurisdictions
• Investment product and adviser disclosure including prospectuses and investment statements
• Substantial security holder disclosure issues
• Interface with various market regulators (including the Securities Commission and Shanghai Stock Exchange)
• Structuring employee share schemes.
Mergers, acquisitions and take-over
The firm’s corporate and commercial lawyers are extensively involved in mergers, acquisitions and take-over, for both local and offshore clients. This work includes major involvement with listed company take-over offers. We also advise on asset, business and unlisted company acquisitions and disposals.
Services include:
Transactional structuring and bid strategies for partial or full acquisitions of privately or publicly owned entities or their assets.
Mergers and amalgamations
Equity and debt financing
co-ordination of strategic stake purchases
PRC Stock Exchange and securities market regulation requirements
Competition law issues
Directors’ duties and disclosures
Tax, employment law and other legal ramifications of transaction
Overseas investment in PRC
Corporate reconstruction.
Insolvency, receiverships and bankruptcy
Yuan&Partners’ corporate law practice extends to restructuring, receiverships, liquidations and general insolvency advice and debt recovery.
Team members have acted in a number of receiverships and liquidations, and advise on:
the appointment of receivers and liquidators and their statutory powers
The full range of commercial and legal issues arising on insolvency, and from receiverships and liquidations, including employment matters, contractual arrangements, banking and finance issues and the status of transactions.
Commercial property and real estate
Yuan&Partners’ projects and developments teams act for investors with substantial commercial property portfolios in the private and public sectors.
The teams handle all aspects of commercial property related transactions, from preliminary negotiations through to litigation and arbitration in case of a dispute.
Projects and transactions with which the teams deal regularly include:
portfolio and single asset purchases, sales and rationalizations
waterfront developments, including marinas and wharves
tourism developments, including hotels, village concepts and airports
infrastructure investments, for example highways and utilities
“build, own, operate and transfer” (BOOT) and “build, operate and transfer” (BOT) projects
Leasing and conveyancing transactions.
In addition to contractual drafting and negotiating services associated with such transactions, team members are skilled in:
ensuring necessary consents are identified and obtained
dealing with local issues
Arranging all aspects of property related litigation and rental/property arbitrations.
International trade
Yuan&Partners have a significant practice advising companies and governments on all aspects of international trade. As an exporter of services ourselves, we have a practical understanding of issues involved in dealing with markets overseas. Team members are also very familiar with the impact of international trade treaties and regimes, and the legislation giving effect to them.
Services include advising:
PRC companies on relevant law in other jurisdictions, and on setting up businesses, joint ventures and business alliances in other countries
Overseas companies and investors on all legal aspects of doing business in PRC, including property transactions, mergers and amalgamations, financing, necessary consents, tax issues and licensing, manufacturing and distribution agreements
Clients from PRC and overseas in relation to legal aspects of trans-national business, and trans-national disputes
Exporters and importers on all transport issues, particularly shipping matters
Licensing and franchising
Yuan&Partners act for a number of licensors and franchisers who operate in PRC, and for a number of licensees as well. Our teams advise on all aspects of franchising, and particularly the legal requirements and implications of establishing a franchise or licensing operation in this country.
The teams regularly advise on:
The negotiation and drafting of franchise and license agreements
The use and protection of intellectual property, in the context of license and franchise operations
Particular issues facing international franchisers, including property, tax and management performance issues.
Overseas investment in PRC
Yuan&Partners offer an integrated service for overseas clients wanting to invest in PRC. We advise on all matters governing offshore investment in PRC, ranging from business acquisitions to resource management and taxation arrangement. Services include:
Acting for investors in a full range of property transactions, such as retail, industrial, tourism and infrastructure investments
Advising on mergers, takeovers and amalgamations
Advising on trade practice obligations, and anti-trust issues arising from business acquisitions, mergers and licensing
Ensuring necessary consents are identified and obtained
Assisting businesses to plan activities, operations and strategies
Competition law
Anti-trust and anti-dump
We advise on competition law relating to:
all forms of restrictive trade practices
business acquisition, mergers, capital or group restructuring and financing transactions
franchising and industry licensing situations as well as statutory constraints on business conduct or trade
the particular behavioral obligations on market dominant firms
Anti-dump investigations.
We also:
provide education and compliance programs
make applications and submissions to the commerce authorities
Represent clients before the courts in proceedings under the anti-dump regulations.
Intellectual property
Yuan&Partners’ intellectual property teams offer practical advice on a range of issues relating to business, including trade mark registration and name protection, information technology, research and development, joint ventures, broadcasting, manufacturing and overseas investment. In cases where disputes arise, our intellectual property teams are experienced and effective in conducting litigation or using the most appropriate alternative dispute resolution techniques.
The teams regularly advise on:
branding issues, the protection of trade marks, trade secrets and copyright
the negotiation and preparation of licensing, franchising and distribution agreements
trade mark infringement, passing off
privacy issues
confidentiality issues
Information technology
Electronic commerce
Yuan&Partners’ information technology teams act primarily for purchasers of information technology systems but also for major national and international participants in the telecommunications and software industries.
Team members regularly advise on:
the negotiation and drafting of computer system acquisition and integration agreements, software licenses, maintenance and support agreements, escrow agreements and facilities management/outsourcing agreements
electronic commercial and legal issues relating to the Internet
the drafting of telecommunications contracts
confidentiality issues
intellectual property issues, including copyright infringement and parallel importing matters
privacy issues
Employment law
Labor relations
Our employment teams advice on all aspects of employer/employee relationships. The team members appear regularly before the Employment Tribunal and Court on arranges of issues. They also participate in contract negotiations, restructuring and dispute resolutions.
The employment teams regularly advise on:
employment contracts
all employment aspects arising in company acquisitions and disposals
redundancy and dismissal issues
litigation aspects of employment disputes
the protection and ownership of intellectual property
Occupational health and safety.
Taxation
Yuan&Partners’ taxation team advises in all areas of corporate taxation，small business matters, filing of returns, administration of trusts and personal taxation issues.
Services include:
• Tax planning for mergers and acquisitions
• Tax planning for establishing a company or business, including joint ventures and partnerships
• Tax implications of financing transactions
• Inbound and outbound investments
• Leasing
• International tax planning and double taxation treaties
• Clarifying practice of taxing authorities, lobbying for technical changes in rules and practice
• Taxing-review and where necessary, tax litigation.
Compliance programs
Yuan&Partners is experienced in preparing practical compliance programs in range of industries, and in keeping these up to date to reflect changes in the law. Our programs provide directors, managers and staff with easily accessible information and clear procedural compliance steps.
Services include:
assessing which legislation is relevant to each organization
drafting plain English information about relevant legal obligations
conducting training
providing ongoing maintenance to update manuals and train managers and staff as the law develops
providing ongoing compliance assurance reports for completion by managers on a periodic basis, tailored to clients’ needs
Advising on procedures to be followed where a breach of the law occurs, and ensuring that the consequences of the breach are mitigated as much as possible.
Alternative dispute resolution (ADR), Arbitration
Yuan&Partners’ alternative dispute resolution (ADR) teams specialize in all aspects of arbitration, mediation, negotiation and other ADR processes. They handle disputes based on contractual, tortuous, equitable or statutory claims, for all of the firm’s other practice areas and conduct international commercial arbitration.
Services include:
acting as mediators
acting as arbitrators or counsel in commercial cases referred to arbitration or mediation
negotiating and advising on appropriate dispute resolution processes
advising on appropriate dispute resolution clauses for inclusion in contracts.
Commercial litigation
Yuan&Partners assists clients in all aspects of commercial litigation, from taking steps to avoid litigation to the pursuit or defense of litigation. Our team members have extensive experience at all levels of the PRC judicial system.
Services include:
general advice in relation to commercial disputes and commercial litigation and arbitration
specialist advice in a wide range of areas, including banking, company and securities, taxation, regulatory, commercial property, insurance, insolvency, labor relation, intellectual property, mergers and take-overs, competition (anti-trust) and shipping law
assisting with alternative dispute resolution with the aim of avoiding litigation
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