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China Intellectual Proprty Courts

China intellectual property court

Nanjing and Suzhou Intellectual Property Court Recently Established. Approved by the Supreme Court approved the establishment of Nanjing, Suzhou Intellectual Property Tribunal established. Nanjing, Suzhou Intellectual Property Tribunal was formally established in Nanjing, Suzhou, which is not only a major reform of our province's judicial system of intellectual property protection, but also an important measure of our province's judicial reform. , Nanjing Municipal Party Committee Secretary Wu Zhenglong, the Standing Committee of the Provincial Party Committee, Zhou Naixiang, secretary of the Suzhou Municipal Party Committee, the Provincial People's Court Party Secretary and Dean Xu Qianfei for the opening of the two courts.

The province is the second largest economy in China and the largest manufacturing province, and its regional innovation capacity ranks first in the country for 7 consecutive years. The contribution rate of scientific and technological progress to economic growth is 60%. Based on Jiangsu's strong economic and technological foundation, The number of provincial intellectual property cases has been among the forefront of the country. In 2016, the province's courts to accept more than 13,000 cases of intellectual property rights of civil cases, of which 1918 cases of patent and technology contracts.

 

Partnership and Shareholder Disputes

China partnership shareholder

 

The attorneys in our law firm’s Business Trial Group have a proven track record of helping clients obtain significant recoveries in shareholder and partnership disputes. We frequently represent clients in shareholder derivative litigation, including minority owners that have been victimized by shareholder oppression.  The Business Trial Group is experienced at navigating the complex issues involved in disputes between business owners, partners, and shareholders.

If you believe you have a claim arising from a shareholder or partnership dispute, the Business Trial Group may be able to help. We represent clients on a contingency-fee basis, which means you do not pay any legal fees unless there is a recovery in your case. For a free case review, please call or email us.

In any partnership or corporation, conflicts will inevitably arise between partners or shareholders. Most of the time, the partners or shareholders can resolve the disagreement among themselves. Some disputes, however, may involve matters that are integral to the continued operation of the business, or present otherwise intractable differences between the partners or shareholders.

 

China Shareholder Agreement

China shareholder agreement

 

Often the time international business people or investors need to jointly invest with Chinese local business entity or individual to comply with China local laws and regulations. This is why often the time a shareholder agreement is needed before international business enter into China market. In this blog article, we introduce what is a shareholder agreement in China, why you need a shareholder agreement, and why you need a lawyer to draft the shareholder agreement for you.

What is Shareholder Agreement

A shareholder agreement sets out the terms of how corporate shareholders will interact with each other and what happens if one or more want to get out of the business, or something happens that forces exit of a shareholder or shutdown of the company.

The people who buy these shares become the company’s shareholders, but it is important for the company to remember that it cannot simply take money from shareholders without granting rights in return. Because shareholders are investing their money in the shares they purchase, they have rights as investors which need to be protected.

 

China cease and desist letter

Cease and Desist Letter

A cease and desist letter, also known as a C&D letter, is a legal letter that instructs a person, group, or organization to discontinue an action or program of actions that have been deemed harmful to another person, group, or organization under China law. To cease and desist literally means to stop. Generally, a letter is issued by a legal authority. When an individual must send one, it is usually worded by a China lawyer.A simple Cease and Desist order will identify the following basic elements:

  • Recipient: individual or business who needs to stop the harassment, defamation, unreasonable debt collection, or copyright/trademark infringement
  • Sender: individual or business requesting the recipient to stop their unlawful behavior
  • Unlawful Behavior: detailed description of the behavior and why it is unlawful
  • Legal Action: a lawsuit will be initiated if the behavior does not stop or continues
  • Date: when the letter is being sent to the recipient

A Cease and Desist Letter is also called a Demand Letter, Violation Letter or Takedown Letter.

 

Why Partnership Agreement is important to Deal With Business Partnership Disputes in China

China Partnership Lawyer

Business partnerships are like a marriage and disputes are inevitable, and wise partners will anticipate and prepare for them. The best way to handle disputes is to set clear expectations from the beginning and have a clear agreement on how to handle the disputes. Under Chinese partnership related laws, business partners have fiduciary duties and obligations. These fiduciary duties not only touch the business, but also “outside” opportunities that may be only tangentially related to the business. It is important to understand your rights and obligations in relation to your business associates and partners.

How a Partnership Agreement Helps Your Business

A partnership agreement allows you to structure your relationship with your partners in a way that suits your business. You and your partners can establish the shares of profits or losses each partner will take, the responsibilities of each partner, what will happen to the business if a partner leaves, and other important guidelines.

Common Provisions in a Partnership Agreement

Although some terms depend upon individual circumstances, standard language in a partnership agreement typically includes:

  • Decision-Making Authority Delegation: Who decides day-to-day issues? What about weightier matters? Will you put decisions to a vote? If so, does the decision need to be unanimous or majority rules? If partners have equal say, what happens when there is a tie? Some silent-active partner arrangements allow a silent partner a voice about monumental matters, while giving the active partner authority over daily operations.  In others, a silent partner makes no decisions.  By clearly delegating decision-making authority, you may avoid potential infighting when opposing viewpoints arise.
  • Capital Investments: The amount of money each partner contributes to the business should be unambiguous.  If a partner is investing work equity, make sure the parties know what those duties and talents are and consider setting benchmarks to judge the progress made by the working partner.
  • Profit Distributions and Salaries: Hopefully sooner rather than later, your company will turn a profit. How do you intend to divide the fruits of your labor? How much money should be put back into the business? Will you each receive an income or a percentage of the profits?
  • Valuation: what methods will be used to determine the value of the business in the event of a sale, dissolution, death, disability or withdrawal of a partner?
  • Buy-out clause: What guidelines should be followed if one partner wants to retire, dies or leaves the partnership? Decide if partners who leave have to sign a non-compete agreement.
  • Non-compete clause: the use of such clauses is premised on the possibility that if a partner is expelled or leaves to start another business, he or she could potentially gain competitive advantage by abusing  private information, trade secrets or customer/client lists, business practices, upcoming products, and copying marketing plans. The non-compete clause prevents this from happening.
  • Death and Divorce: You agreed to go into business with your partner, not his/her spouse or child. Yet, a spouse or an heir may claim an interest in the company during divorce or probate proceedings. A partnership agreement can prevent intrusion by an outside party who might otherwise have legal rights to company assets.
  • Dissolution: Make arrangements for dissolution before you or your partner decide to end your relationship. Otherwise, arguing over dissolution terms might burn through the profits you earned while in business together. An organized exit strategy might include buyout options or require distribution of property.

Resolve differences between partners

Going into business with a partner can be a daunting experience, as there are bound to be a number of complex questions running through your head. How well will you work together? What if you find out you have different ways of doing things? What happens if something goes wrong or the business relationship breaks down altogether?

 
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I am a licensed China lawyer. Most clients are foreign nationals and companies. China Lawyer Blog have associates in Beijing, Shanghai, Tianjin, Guangzhou, Suzhou, Nanjing, Qingdao, Fuzhou, Hainan, Hefei, Wuhan, Xian, Changsha, Xiamen and Hangzhou. Learn More

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This China Lawyer Blog is aiming at providing better knowledge and understanding of Chinese law for foreigners. Should you have any legal issue in China, do not hesitate to contact China Lawyer Blog for consultation. Preliminary consultation is free. Further legal service, however, will be charged in due rate and in due course.

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China Lawyer BLog AuthorPeter Zhu, an experienced China attorney licensed to practice law for more than ten years, the author of this China Lawyer blog, welcomes any enquiry or consultation related to Chinese law.