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By Paul Schroder  King and Wood Mallesons’ Sydney office 

On November 17, 2014 China signed a declaration of intent with Australia concluding the first stage of bilateral negotiations on a free trade agreement (ChAFTA). Australia will reduce the tariffs on all Chinese products to zero eventually and China will reduce the tariffs on most of Australian products to zero. In the services sector, both sides promised to open their markets to each other’s service providers in a meaningful way. In the investment field, although the details have not yet been released, MOFCOM announced that both sides have agreed to grant each other “most favored nation status”.

They also agreed to significantly reduce the review thresholds for corporate investment, to increase market access opportunities, and improve the predictability and transparency for investment. The agreement will cover more than 10 areas, including trade in goods and services, investment and trade rules. It will also cover subjects such as e-commerce and government procurement. According to MOFCOM

“The China-Australia FTA negotiations have realized the goal of comprehensiveness, high quality and balance of interests. The signing of the agreement will allow the two countries to fully utilize their respective economic advantages, boost win-win cooperation, bring mutual benefits and promote the in-depth development of bilateral economic and trade ties.”…
Continue Reading ChAFTA 2014: The winners, the thresholds and the opportunities

By King & Wood Mallesons’ Energy& Resources Group

The Management Measures of Natural Gas Infrastructure Construction and Operation (National Development and Reform Commission Decree No. 8) (《天然气基础设施建设与运营管理办法》(国家发展改革委员会令第8号)) (the “Measures”) were published by the National Development and Reform Commission (“NDRC”) on February 28, 2014 and took effect as of April 1, 2014. The purpose of the Measures is to regulate the construction and operation of natural gas infrastructure, encourage different types of investment into the natural gas infrastructure market and to further liberalize the market by promoting fair competition. The key features of the Measures are set out below:…
Continue Reading China Further Liberalizes the Natural Gas Infrastructure Market—The Management Measures of Natural Gas Infrastructure Construction and Operation took effect as of April 1, 2014

By Miao Qu of King & Wood’s Intellectual Property  Group

This article continues to discuss Core Intellectual Property Issues in M&A and Investment. The first part of this article was published on Chinalawinsight on September 2011.

V. The Effect of the M&A on the IP Rights Agreements of the Acquiree

During the due diligence in a merger, special attention should be paid to the effect of the investment or merger on the intellectual property rights of the acquiree, especially the effect on license contracts. Two common problems are when the acquisition triggers a clause in a license contract changing control in a way that alters the effectiveness of the agreements, or some other clause in the agreements hinders future business of the acquired entity.

Case 5: A transnational company intended to purchase the domestic mobile communication department of another transnational company. During the due diligence investigations, we found a license contract between the acquiree and a state-owned enterprise ("SOE"). In this contract the acquiree licensed the core technology of the department to the SOE for exclusive use, and ensured that the core technology would not be transferred or licensed to any third party in specific locations. We contacted the management team of the acquiror and learned that the acquiror intended to transfer the technology to other domestic entities of the acquiror for implementation and management pursuant to its business framework. Therefore, we advised the acquirer that the acquiree should negotiate with the SOE to amend the license contract to ensure that the business could operate according to plan after the transaction.…

Continue Reading Core Intellectual Property Issues in M&A and Investment （Part II of II）

作者：瞿淼 金杜律师事务所知识产权组  

本文分两部分刊登， 2011年8月8日金杜法律博客（Chinalawinsight)刊登的了本文的第一部分。文章第二部分将继续对《投资并购交易中需要警惕的知识产权问题》进行解读。

五、并购行为对被收购方知识产权相关协议的影响

 在投资并购的尽职调查过程中，还需要特别注意投资及并购行为对一些知识产权权利可能产生的影响，尤其是对许可协议可能产生的影响。常见的情形有，收购导致触发控制权变更条款，从而可能影响协议的效力；或者协议原有的一些条款可能造成收购主体未来业务经营的妨碍。

案例五：某跨国公司拟整体收购另一跨国公司在中国境内的移动通讯业务部门。在尽职调查的过程中，我们发现被收购方曾与一国有企业签订一份许可协议，将该业务部门的核心技术许可该国有企业在中国进行排他性地使用，且承诺将不会将此技术在许可地域内转让或许可给任何第三方。知识产权律师应与收购方管理团队进行及时沟通，了解该公司的业务架构，明确收购方拟将收购获得的技术转让给收购方在中国的其它主体进行实施和管理。因此，应建议收购方在签署交易合同之前，由被收购方与被许可的国有企业协商修改许可协议，以保证交易后业务能够按计划运作。…

Continue Reading 投资并购交易中需要警惕的知识产权问题（二）

By Susan Ning, Liu Jia and Angie Ng

It’s been slightly over a month since the enactment of a national security review (NSR) process for foreign acquisitions of domestic businesses.  Thus far, it is not clear how many (if any at all) foreign-local deals have undergone the NSR process,  Pursuant to the rules and regulations1  which govern the NSR process, there is no obligation on the part of the Chinese government to publish any determinations (whether deals are approved or not) in relation to deals which undergo the NSR process.…

Continue Reading Local commerce administrative agencies and the national security review process

By Yuan Min, Wang Jianzhao , and Kirby Carder, King & Wood Insurance Department, Beijing Office

Last Sunday during a press conference held during the National People’s Congress, China Insurance Regulatory Commission (CIRC) Chairman Wu Dingfu announced that the CIRC is currently creating its policy for the use of insurance premium funds to invest government subsidized affordable housing projects. He specifically stated that China does not have a legal barrier to insurance companies investing insurance funds in affordable housing projects, and he also said that the CIRC plans making Shanghai the first city where this is possible. However, he cautioned that the main priority in insurance fund investment must still be risk management because any investments must provide a return so that an insurance company’s duty to pay its policyholders claims can be met.…

Continue Reading The China Insurance Regulatory Commission has Announced that it will Pilot Allowing Insurance Funds to Invested in Affordable Housing Development Projects in Shanghai

作者：汪蕊，合伙人 ，金杜律师事务所，奥运工作团队

作为取得奥运会市场开发权益的对价，各相关类别的赞助商向奥运会提供了金额可观的资金和实物投入。每一届奥运会的成功举办都离不开赞助商的大力支持。因此，国际奥委会将赞助商的权益保护视为奥运会筹备组织工作的重要环节。而北京市政府和北京奥组委也在《主办城市合同》及《市场开发计划》中做出了庄严的承诺，将采取一切必要措施防止和打击任何形式的隐性市场行为。…

Continue Reading 北京2008奥运会的反隐性市场措施