Vivian Desmonts

M&A

In charge of advising European and Canadian groups in their acquisition of Chinese companies (small & mid-cap deals), for example:

• Advising a major European Group in the food industry for the acquisition of a €60 million factory in the bakery industry, with management earn-out and multi-jurisdictional elements (Hong Kong common law and Chinese continental law);
• Advising a global leader in plant-based ingredients for the acquisition of a factory manufacturing pharmaceutical products in South China, driving the client through the public tender process for acquisition of Chinese State-Owned assets and securing the pharma licenses with the local FDA;
• Advising European SMEs and Groups in their dealings with difficult Chinese partners in Sino-Foreign Joint Venture Companies, including implementation of buyout or exit strategies;
• Advising a Fortune 500 in the sale of its Chinese subsidiary in the nuclear industry to another Fortune 500, with legal and tax aspects in China related to the earnout paid abroad;
• Advising PE funds for acquisition or sale of shares in Chinese companies, including a Canadian PE fund investing over CAD 20 million in a paint and coating factory near Shanghai;
• Advising jointly with lawyers of different jurisdictions a global manufacturer of aluminum alloys in a multijurisdictional transaction including a factory in North China, which was finally carved out because of pollution concerns and potential joint and several liabilities.

Corporate & commercial

• Working for over 15 years in China, Vivian has participated in the establishment or restructuring of numerous foreign invested enterprises in China, including for operators in regulated industries such as nuclear, food, pharmaceutical, cosmetics, alcohol beverages, inspection & certification services, finance, logistics.
• Advising foreign investors for structuring their operations in mainland China, whether with or without a holding company in Hong Kong or in Singapore; for example Joint-Venture companies in Hong Kong with Chinese partners and legal challenges on round-trip investment back to China;
• Advising on different legal aspects when moving factories in China (issues related mainly to corporate, employment, tax, environmental remediation), for example the move of a 50,000 sqm factory from Shenzhen to Huizhou for a large European Group in electrical equipments;
• Advising a European shareholder when its Chinese partner in a sino-joint Venture was about to sell their 120,000 sqm site in Guangxi province with a price premium for the land to be paid directly to the Chinese party instead of the Joint-Venture;
• Drafting employment contracts, employee handbooks, EHS guidelines for Chinese subsidiaries in consideration of international Group policies, for example a manufacturer of glass containers with over 900 employees and reinforced work safety measures;
• Drafting purchase contracts and codes of conduct for a Global company selling sorting and recycling equipments to Chinese State-Owned Enterprises;
• Advising a global leader in cosmetic products when negotiating with the Chinese Customs on the assessment of imported samples and testers for the previous year;
• Cooperation with business advisory firms, Consulates and Trade Councils as well as European authorities for the protection of foreign investments in China, including theft of company assets by Chinese partners, criminal offence by employees, pressure by local government to move industrial sites, etc.