C L A R I D E N 28 — 29 August 2013 Knowledge for the world business leaders Grand Hyatt Shanghai
China Business Contract Law for Non-Legal Professionals
Faculty Director
Joseph Chan • Partner at Sidley Austin LLP, Shanghai, China • Ranked as one of Asia’s and the world’s leading lawyers by Chambers Asia Pacific, Legal 500, IFLR 1000, Expert Guides and featured in “Who’s Who in Private Equity” • Lectured at leading institutions such as Harvard, Stanford, Columbia, UCLA, NYU, NUS, Fudan University and Shanghai Jiao Tong University • Represented Global 500 and leading companies including GIC, Citi Ventures, GlaxoSmithKline, Baxter, Chevron, BNP Paribas,Pallieter Group, Castle & Cooke, Andatee China Marine Fuel Services
Joseph Chan is an award-winning corporate lawyer with two decades of experience. For many consecutive years, Joseph has been ranked by Chambers Asia Pacific, Legal 500, and IFLR 1000 as one of Asia’s leading lawyers in private equity, M&A and capital markets. Joseph is also listed by Legal Media Group’s Expert Guides as one of the world’s leading lawyers for M&A. He is featured in AVCJ/ Private Equity Asia Who’s Who in Private Equity. Joseph frequently speaks at industry conferences and has been quoted in The Wall Street Journal, Harvard Business Review China, Bloomberg Businessweek, Forbes, FinanceAsia, Washington Post, and South China Morning Post, among others. Joseph has lectured at leading institutions such as Harvard, Stanford, Columbia, UCLA, NYU, NUS, Fudan University and Shanghai Jiao Tong University. He has represented Global 500 companies, sovereign wealth funds, private equity funds, hedge funds, and prominent emerging growth companies in a variety of sophisticated cross-border transactions from various industries and companies including GIC, Citi Ventures, GlaxoSmithKline, Baxter, Chevron, BNP Paribas, Pallieter Group, SiRF Technology, Atheros Communications, Castle & Cooke, Andatee China Marine Fuel Services and more. Guest Faculty
Ling Chen • Counsel at Sidley Austin LLP, Shanghai, China • Advised Fortune 500 clients from the USA, Europe, Hong Kong, Japan, South Africa and Spain on their business in China • Extensive experience working on direct and indirect foreign investments in China covering various industries including finance, technology, chemicals, minerals, automotives, metals, pharmaceuticals, manufacturing and food
Kavita Patel • Staff Attorney at Sidley Austin LLP, Shanghai, China • Practice focuses on mergers and acquisitions and private equity 2013 Clariden Global Executive Education
China Business Contract Law for Non-Legal Professionals
FACULTY DIRECTOR
Joseph Chan ● Partner at Sidley Austin LLP, Shanghai, China ● Ranked as one of Asia’s and the world’s leading lawyers by Chambers Asia Pacific, Legal 500, IFLR 1000, Expert Guides and featured in “Who’s Who in Private Equity” ● Lectured at leading institutions such as Harvard, Stanford, Columbia, UCLA, NYU, NUS, Fudan University and Shanghai Jiao Tong University ● Represented Global 500 and leading companies including GIC, Citi Ventures, GlaxoSmithKline, Baxter, Chevron, BNP Paribas, Pallieter Group, Castle & Cooke, Andatee China Marine Fuel Services
Joseph Chan is an award-winning corporate lawyer with two decades of experience. For many consecutive years, Joseph has been ranked by Chambers Asia Pacific, Legal 500, and IFLR 1000 as one of Asia’s leading lawyers in private equity, M&A and capital markets. Joseph is also listed by Legal Media Group’s Expert Guides as one of the world’s leading lawyers for M&A. He is featured in AVCJ/Private Equity Asia Who’s Who in Private Equity. Joseph frequently speaks at industry conferences and has been quoted in The Wall Street Journal, Harvard Business Review China, Bloomberg Businessweek, Forbes, FinanceAsia, Washington Post, and South China Morning Post, among others. Joseph has lectured at leading institutions such as Harvard, Stanford, Columbia, UCLA, NYU, NUS, Fudan University and Shanghai Jiao Tong University. He has represented Global 500 companies, sovereign wealth funds, private equity funds, hedge funds, and prominent emerging growth companies in a variety of sophisticated cross-border transactions from various industries and companies including GIC, Citi Ventures, GlaxoSmithKline, Baxter, Chevron, BNP Paribas, Pallieter Group, SiRF Technology, Atheros Communications, Castle & Cooke, Andatee China Marine Fuel Services and more.
GUEST FACULTY
Ling Chen Ling Chen has extensive experience working on direct and indirect foreign investment in China, including venture capital and private equity investment in various industries, restructurings, mergers and acquisitions, as well as general commercial, corporate and regulatory matters. She has worked with global and Fortune 500 clients from countries including the USA, Europe, Hong Kong, Japan, South Africa and Spain, advising them on their business in China. She has covered industries including finance, technology, chemicals, minerals, automotives, metals, pharmaceuticals, manufacturing and food. Other than these, Ms Chen has experience assisting with respect to dispute resolution matters before CIETAC and other matters related to dispute resolution.
Kavita Patel Kavita Patel is a staff attorney in the firm’s Shanghai office. Ms. Patel’s practice focuses on mergers and acquisitions and private equity.
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Contact Admissions Office at +65 6899 5030 | [email protected] | www.claridenglobal.com 2013 Clariden Global Executive Education
Program Details
PROGRAM SUMMARY
Program: China Business Contract Law for Early Bird 1 (Register & pay by 3 July 2013): US$2,595 Non-Legal Professionals Early Bird 2 (Register & pay by 31 July 2013): US$2,795 Dates: 28 August — 29 August 2013 Regular Tuition Fee: US$2,895 Location: Grand Hyatt, Shanghai For limited period only: Registration for 2 participants, 10% on 2nd participant For limited time only by 31 July 2013, registration for 3 participants, the 4th participant will receive a complimentary seat (one discount scheme will apply)
Program This comprehensive and highly interactive executive program China Business Contract Law for Non- Essence: Legal Professionals is specifically tailored to meet the needs of non-legal professionals who are doing business in China. Without a sound understanding of China’s legal system and business environment, entire contracts can be rendered unenforceable and there is a high risk of costly losses and long-drawn disputes. Through this two-day program, participants will be equipped with a working understanding of key issues and components of contract law to be able to safeguard your company against the uncertainties and complexities of commercial endeavors in China.
Led by Joseph Chan, an award-winning and leading lawyer in Asia and the world, you will go through exercises and real-life case studies to learn how to effectively navigate the legal system in China for business success and handle regulatory uncertainties, understand the legal effectiveness of pre-contractual documents, address major issues in the drafting process, ensure contracts are legally enforceable, work around foreign investment controls, deal with the discharge of a contract and conduct a successful contract negotiation all in the context of China’s unique legal system and processes. Practical learning will be enhanced through actual case reviews of common business scenarios in the PRC including managing employment contracts, sales contracts, lease agreements and joint venture agreements.
WHO WILL BENEFIT MOST
This highly interactive program is designed for all persons at any level in a commercial enterprise that drafts, reviews or executes contracts. In this regard, it is directed to Contract Managers, Commercial Managers and Officers, Sales Managers, Purchasing/Procurement Managers and Officers, Project Managers and Executives, Business Development Managers, Operations Managers, Finance and Administration Managers and Company Directors.
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Contact Admissions Office at +65 6899 5030 | [email protected] | www.claridenglobal.com 2013 Clariden Global Executive Education
Program Details
PROGRAM OVERVIEW
China is a major strategic market for most global and Asian companies. Yet, in a 2012 report by the China Europe International Business School, 60% of global executives surveyed said that Chinese laws are “unclear, changing and inconsistent” creating a major concern for most global companies looking to do business in China. Many global companies also make the mistake of assuming that contracts that work at home are effective in China. With restrictions on foreign investments and a unique legal system, entire contracts can be rendered unenforceable if commercial entities and professionals do not have a sound understanding of contract law in China.
To help companies safeguard themselves against the uncertainties and complexities of commercial endeavors in China, this two-day executive education program has been designed for non-legal professionals who are doing business in China. It will highlight China-specific legal proceedings and nuances of how PRC companies do business to help companies maneuver through the legal system in China for business success and handle regulatory uncertainties, understand the legal effectiveness of pre-contractual documents, address major issues in the drafting process, ensure contracts are legally enforceable, work around foreign investment controls, deal with the discharge of a contract and conduct a successful contract negotiation. At the end of the program, you will be equipped to confidently handle common business contract dealings such as employment, sales, lease, M&A, joint ventures and more.
Throughout the program, you will be challenged to experiment with new approaches in applied learning sessions, receive constructive feedback and insights from faculty and fellow participants and leave with specific action steps for resolving current and future challenges.
HOW YOU WILL BENEFIT
Through this executive program, participants will be able to: • Gain localized knowledge highlighting the relevant approval authorities, arbitration bodies and due diligence necessary • Extract insights from real-life cases in China on commonly used contracts like employment and sales contracts plus joint venture and lease agreements • Be updated on changes to commercial law in China and handling regulatory uncertainties • Understand the legal effectiveness of pre-contractual documentslike term sheets and Memorandums of Understanding • Deal with major issues in the drafting process that frequently arise • Ensure that contracts are legally enforceable in China • Work in an environment with foreign investment controls • Handle situations that can lead to a discharge of a contract and the appropriate steps to take if it happens • Apply successful negotiation strategies for the PRC context
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Contact Admissions Office at +65 6899 5030 | [email protected] | www.claridenglobal.com 2013 Clariden Global Executive Education
Program Outline & Agenda
DAY 1 MORNING
Background on Entering into a Contract with a Chinese Entity • Contract formation and effectiveness • Contract transfer or assignment • Identify the legal representative • Identify the type of entity involved »» Domestic entity vs. foreign entity »» Private entity vs. state-owned entity • Understand the uses of a corporate seal, ensuring effectiveness of the agreement • Understand whether the agreement should be notarized, approved or registered • Understand whether a stamp tax applies • Introduction to relevant approval authorities »» State Council »» Ministry of Commerce (MOFCOM) »» National Development and Reform Commission (NDRC) »» State Administration of Industry and Commerce (SAIC) »» State Administration of Foreign Exchange (SAFE) • The legal effectiveness of term sheets or memoranda of understanding »» Overview of terms and conditions »» Non-competition, confidentiality and exclusivity »» Binding effect
Negotiating a Stock Purchase Agreement with a PRC Company • Outline of process and documentation • Description of major issues that frequently arise in the drafting process • Outline of major conditions precedent • Discussion of foreign investment controls »» Catalogue for Guidance of Foreign Investment »» Regulations Concerning Mergers and Acquisitions of Domestic Enterprises by Foreign Investors »» Anti-monopoly Law of China • Warranties and indemnities • Discussion of the difference between private and public company deals
Negotiating a General Commercial Contract with a PRC Company • Understanding the nature of business of the counterparty • Knowing your company’s internal policies before commencing negotiations • Major due diligence issues • Discussion of the major issues that frequently arise in the drafting process
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Contact Admissions Office at +65 6899 5030 | [email protected] | www.claridenglobal.com 2013 Clariden Global Executive Education
Program Outline & Agenda
DAY 1 AFTERNOON
Unenforceable Contracts & Situations Where Contracts Can Be Avoided • Contract with an unauthorized agent • Incapacity, minors, limited capacity • Process for avoidance or alteration of a contract • The effect of an avoidance
Effect of Unconscionability, Illegality & Public Policy on a Contract • Excessive benefits • Fraud, threats, unfair advantage, acts contrary to public order
Situations Leading to the Discharge of a Contract
Effect of Supervening Events, Force Majeure & Frustration
Choice of Governing Law
Breach of Contract, Remedies, Litigation & Dispute Resolution • Breach of Contract • Remedies »» Injunctions, dismissal, security for costs »» Damages • Litigation »» Introduction to PRC courts »» Understanding the discovery process in China »» Legal proceedings »» Enforcement of local and foreign judgments • Arbitration »» Recent trends »» Introduction to arbitration bodies in the PRC »» Ensuring the validity of arbitration agreements »» Discussion of authority, qualifications, independence, characteristics, impartiality, appointment and removal of arbitrators »» Confidentiality »» Procedure: ◊ Overview of applicable rules ◊ Overview of procedure to initiate a proceeding ◊ The impact of the new rules published by China’s leading arbitral institution (CIETAC) ◊ Arbitration-related amendments to the PRC Civil Procedure law ◊ Appeals ◊ Costs ◊ Enforcement
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Contact Admissions Office at +65 6899 5030 | [email protected] | www.claridenglobal.com 2013 Clariden Global Executive Education
Program Outline & Agenda
DAY 2 MORNING
Negotiating an Employment Contract with a PRC Employee • Minimum requirements to comply with the PRC Employment Contract Law (2008) • Term and probationary period • Job description • Compensation and benefits • Severance • Termination • Non-compete and confidentiality obligation • Restrictive covenants
Negotiating Other Commonly Used Contracts in the PRC (a) Sales contracts (b) Lease agreements
DAY 2 AFTERNOON
Negotiation • Negotiation tips and skills: »» How to choose your negotiation style, with a discussion focused on the PRC context »» How to prepare for a negotiation, with a discussion focused on negotiations in the PRC »» Tips on conducting a successful negotiation in the PRC
Negotiating Other Commonly Used Contracts in the PRC (a) Sales contracts (b) Lease agreements
M&A Negotiation Exercise
Joint Venture Company Case Study
Final Thoughts
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Contact Admissions Office at +65 6899 5030 | [email protected] | www.claridenglobal.com CHINA BUSINESS CONTRACT LAW FOR NON-LEGAL PROFESSIONALS C L A R I D E N Knowledge for the world business leaders 28 August — 29 August 2013 Grand Hyatt, Shanghai REGISTRATION PAGE
Booking Contact (Approving Ma nager) Mr/Mrs/Ms:______4 WAYS TO REGISTER Job Title:______Department:______Email: [email protected] Telephone:______Fax:______Email:______Fax: +65 6567 4328 Organization: ______Address:______Call: +65 6899 5030 ______Postal Code:______I would like to receive more information on hotel accommodation Website: www.claridenglobal.com using Clariden Global corporate rate. DATE AND LOCATION Please register the following participant(s) for this Program: This executive program will be held at: 1st Participant Name (Mr/Mrs/Ms):______Grand Hyatt, Shanghai 28 August to 29 August 2013 Job Title:______Department:______Jin Mao Tower, 88 Century Avenue, Pudong, Shanghai, Telephone:______Fax: ______People’s Republic of China 200121 Tel : +86 21 5049 1234 Email:______Date of Birth: ______Fax : +86 21 5049 1111 2nd Participant Name (Mr/Mrs/Ms):______Website : http://shanghai.grand.hyatt.com/
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Email:______Date of Birth: ______HOW TO REGISTER AND PAY An invoice and registration confirmation will be sent within 7 days, please contact 3rd Participant Name (Mr/Mrs/Ms):______us if you have not heard from us within 7 days. Payment can be made by credit Job Title:______Department:______card, by bank transfer or by cheque. ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT. Telephone:______Fax: ______ACCOMMODATION Email:______Date of Birth: ______Accommodation is not included in the program fee but you will be entitled to use 4th Participant Name (Mr/Mrs/Ms):______our corporate rate for your accommodation. Information will be sent along with Job Title:______Department:______your registration confirmation.
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2ND EARLY BIRD FEE: US$2,795 (Registration and payment must be received by 31 July 2013) CANCELLATIONS AND SUBSTITUTIONS REGULAR FEE: US$2,895 Once we have received your booking, the place(s) are confirmed. No refunds GROUP DISCOUNT: For 2 registrations from the same company and billing will be made for any cancellations, however, program credits of equivalent value source, the 2nd participant enjoys a 10% discount. only applicable for Clariden Global events will be provided. Credits can only be redeemed for 1 program and is valid for only one (1) year from date of issue. For registrations of 3 from the same company and billing source, the 4th participant receives a complimentary seat. One discount scheme applies per company. Substitution with a qualified candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with Important Notice: Payments are required with registration and must be received no charges. Subsequent substitutions will be charged 10% admin fee. prior to the Course to guarantee your place. ALL CANCELLATIONS MUST BE RECEIVED IN PAYMENT METHODS WRITTEN FORM
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