China

If you’re looking to invest or establish operations in China or outsource manufacturing there, look to the lawyers at Miller Canfield.

Miller Canfield was established in 1852 in Detroit, Michigan, USA. With offices in USA, Canada, Poland, Mexico and China, we help our clients globally.  In 2008, Miller Canfield launched its Shanghai Office. Since then, we have assisted U.S., Canadian, and European clients with our clients’ legal and business needs in China.  With our assistance and guidance, clients can focus on new sources, growing markets and global opportunities including those in the automotive, pharmaceutical, medical devices, environmental, construction, high tech, and financial services industries.  Our Shanghai office represents multinational companies as well as progressive, closely held small to mid-sized companies and provides cross-border legal services including:

• Foreign Direct Investment

We assist clients to set up their business existence in China, such as joint venture, wholly foreign owed enterprise, and regional headquarter, and representative office.  We help the clients to navigate the incentives available to them and explore the advantages offered by various Industrial Parks, the Free Trade Zones, and Bonded Logistics Parks.

• Mergers and Acquisitions

We provide clients with innovative, workable solutions to all forms of M&A transactions for the multinational companies, investment banks and private equity firms. We advise the clients on leveraged buyouts and we advise on split-offs, spin-offs and other recapitalization. 

• Real Estate and Environment

We assist clients to obtain land use right in China or to rent a property, and advise manufacturing companies and real estate developers in their commercial, industrial or residential property construction and development.  We have experience in real estate M&A transactions.

We advise the clients with respect environmental compliance matter, conduct environmental law  due diligence; negotiate and draft environmental law related contracts and agreements;  represent clients in environmental impact assessment, consent and permit proceedings and disputes related to environmental prosecutions.

• Banking and Foreign Exchange

We assist clients with their banking and project financing needs; we also help clients with foreign exchange control issues including profit, royalties remit strategies.  We also represent foreign banks in connection with perfection of their secured interest in China based companies.

• Franchising

We counsel clients on various regulatory and operational issues, such as licensing and franchising agreements and government filings with the governmental authorities.

• Employment

We help our clients with employment contracts, company policies, employment handbooks, and employee benefits plans; provides on-site training, advises on the best ways to protect employers' property and interests.; We also assist with secondment arrangements; retrenchment requirements; severance agreements; pension and social insurance obligations; We also assist expats to obtain work visas and residents’ permits in China.

• Intellectual Property

We assist our clients in all aspects of their IP portfolio management in China and the U.S., including identifying IP assets, developing IP strategies and managing IP portfolios that position businesses to take advantage of both legal and business opportunities.  We prepare and prosecute U.S. and foreign patent applications in the areas of pharmaceuticals, biotechnology, nutriceuticals, chemicals, and medical devices.  We also regularly conduct due diligence and counter-diligence investigations for clients and provide expert advice on patentability, validity, infringement, or freedom-to-operate issues.  Additionally, we draft and negotiate technology transfer agreements, IP licensing agreements, and other contracts related to IP transactions.  Our client base includes large corporations, small start-ups, academic institutions, and individuals.

• Dispute Resolution

We work with local counsels to represent our clients in resolving their disputes in Chinese courts and Chinese and international arbitration tribunals.  We also assist clients with respect to mediation and other alternative dispute resolutions.

• Tax and Custom

We provide our multinational companies with tax efficient structures.  We also help our clients’ expat with their individual income tax filings matters in China, tax equalization policy ad foreign tax credit matters.  We advise our clients with corporate tax, individual income tax, VAT and other tax related matters. We also represent them with dispute with tax bureaus in China.

We advise the clients with respect to importing and export license matter, duty and other assessment. We also represent the client in connection with their dispute with the customs relating to duties, classification of goods, and goods detention. 

• Industry Relegations, Business Development and Government Relations

We help clients become more familiarized with industry regulations in China. We have a strong trade commission team in U.S. and China, and can help our clients to deal with the local regulatory matters. We also help U.S. clients to look for Chinese potential partners in China

• Divestment, Liquidation, Dissolution and Bankruptcy

We advise our clients with respect to their exit strategy and execute such exit strategy.  We serve on the Liquidate Committee to guide and supervise the liquidation and dissolution of China based companies.  Should the assets cannot meet the debts due, we will advise the client to manage the bankruptcy proceedings. We have experience in domestic and international insolvency proceedings.