Asia-Pacific Cross-Border

Building on a strong foundation of more than 170 years of legal service, Carter Ledyard & Milburn LLP offers its domestic and international clients sophisticated legal advice. We have a long history of providing legal services to foreign clients entering the U.S. market and our Asia-Pacific Cross-Border Practice group attorneys have been assisting global and transnational companies with interests and investments in the region and Asia-Pacific clients for more than 25 years. Our Asia-Pacific Practice regularly counsels U.S. and Asia-Pacific clients on a wide variety of inbound and outbound legal matters including securities offerings, securities regulations, mergers and acquisitions, corporate finance, intellectual property, litigation, corporate governance, compliance, taxation, broker-dealer, investment adviser, investment funds, CFIUS, real estate, labor and employment, trusts and estates and charitable foundations. Our clients range from global conglomerates to new start-ups and high net worth individuals.

The Asia-Pacific Cross-Border Practice is led by Pang Zhang-Whitaker, an experienced lawyer with law degrees and practice experience from both the U.S. and China. Ms. Zhang-Whitaker represents Fortune 500 companies, middle market enterprises and start-up firms from different industry sectors as well as high net worth individual clients in cross-border and domestic transactions and legal matters. With a full-service New York law firm providing an integrated platform of legal services to our Asia-Pac clients, our multidisciplinary cross-border team is uniquely positioned to deliver world-class legal services and business success to our clients.

Read more about our Initial Public Offering and Securities Practice – Asia-Pacific Practice here.

Recent Representative Matters

Our Asia-Pacific Cross-Border Practice group lawyers have acted in a variety of roles in many transactions and matters involving clients from the region, including the following:

Initial Public Offerings

Represented Issuers in:

• Canadian smart farming solution service provider’s IPO on NASDAQ.
• Chinese information technology service and products provider’s IPO on NASDAQ.
• U.S. vehicle export business operator’s IPO on NASDAQ.
• U.S. micro dramas production company’s IPO on NASDAQ.
• Canadian agricultural service provider’s IPO on NASDAQ.
• U.S. chemical technology company’s IPO on NASDAQ.
• U.S. transformers and electrical equipment’s IPO on NASDAQ.
• Chinese pharmaceutical manufacturer and distributor’s IPO on NASDAQ.
• U.S. biotech company’s IPO on NASDAQ.
• Hong Kong information technology solution provider’s IPO on NASDAQ.

Represented Underwriters in:

• Chinese agriculture company’s IPO on NASDAQ.
• Chinese logistics solution provider’s IPO on NASDAQ.
• A warehousing and logistics service provider’s IPO on NASDAQ.

Public Company Transactions

• Leading healthcare products and services provider in Asia, in its stock purchase agreement to acquire three private hospitals in Asia.
• An Asian public company in its majority investment in a NYSE listed U.S. electric car manufacturer.
• Top financial investment conglomerate headquartered in Asia in an attempted acquisition of a NASDAQ listed mutual fund investment adviser.
• NASDAQ listed company in acquisition of five hospitals in Asia.
• NASDAQ listed company in acquisition of two medical device and drug wholesalers in Asia.
• NASDAQ listed company in acquisition of pharmacy chain stores in Asia.
• NASDAQ listed company in acquisition of equity interests of a hotel located in Asia.
• Asian client in executing a change of control of a NASDAQ traded company by changing the composition of its Board of Directors, by the rarely-used mechanism of obtaining the written consent of a majority of the company’s shareholders.
• NASDAQ listed company in acquisition of land development business in the U.S.
• NASDAQ listed company in acquisition of a software development company in the United Arab Emirates.
• NASDAQ listed company in acquisition of delivery service provider in the U.S.
• Malaysian stock exchange (Bursa Malaysia) traded company in listing its American Depository Receipts on OTCQB.
• Routinely represented U.S. public companies in their S-1/F-1, S-3/F-3, Reg D, Reg S, S-8, PIPE and private placement transactions.
• Routinely represented U.S. public companies in their ongoing SEC public disclosure and compliance matters.

Mergers & Acquisitions

• Leading HKSE listed biotechnology company in its acquisition of a U.S. firm specializing in diagnostic testing for inherited genetic disorders.
• Asian public network technology company in its acquisition of a U.S. leading private equity portfolio company engaged in network technology services.
• Leading Asia-based public media equipment and service company in a majority investment in a U.S. media design firm.
• HKSE company in the acquisition of a U.S. company owning cutting edge technologies and related patents and trademarks.
• Leading Asian educational group in a series of acquisitions of U.S. educational consulting firms located on the east and west coasts of the U.S., as well as an acquisition of majority ownership interest in an Australian educational firm via a U.S. subsidiary.
• Represented China’s leading private equity and venture capital firm in the acquisition of a U.S. educational institution.
• Leading Asian state-owned electronics manufacturer in the acquisition of a U.S. technology business.
• Asian industry group in the structuring and negotiation of the acquisition of a vineyard.
• U.S. company specialized in investments and services in the movie industry, in the investments in and subsequent disposition of its holdings in various portfolio companies.

The Committee on Foreign Investment in the United States (CFIUS）

• The largest dairy producer in Asia (as measured by overall turnover) in CFIUS review matters.
• The 5G technology leader in China also known for its leading role in developing the Chinese TD-SCDMA 3G mobile telecommunications standard, in CFIUS review matters.
• The first company in China to provide transportation automation and information system solutions to the rail and aviation sectors, in CFIUS review analysis.

Joint Venture

• China’s most influential state-owned media corporate group in forming a joint venture with a U.S. awarding-wining media company.
• A top Asian public dietary supplements manufacturer and distributor in forming a joint venture covering multiple jurisdictions with a dietary supplements global leader.
• A developer and producer of mechanical pipe joining systems in connection with its production joint venture in Asia.

Litigation

• U.S. companies as defendants in a groundbreaking copyright action in the United States District Court in Los Angeles, California.
• Several US and international companies and their principal in defending breach of investment contract claims in the U.S. District Court for the Southern District of New York.
• Substantial shareholder of a NASDAQ company seeking a declaratory judgment and defending counter-claims in connection with a shareholders’ written consent in the Court of Chancery of the State of Delaware.
• An investor in breach of contract claims involving a NASDAQ company’s significant shares in the Supreme Court of the State of New York.
• Secured the complete dismissal of all claims against a firm client for allegedly aiding and abetting breaches of fiduciary duty by the officers and directors of a public company.
• Asian investor against property developers in the Superior Court of New Jersey, Law Division, Bergen County.
• An Asian leading immersive technology company against copyright claims by a Japanese competitor in the U.S. District Court for the Central District of California.
• Leading Asian baby product brand in trademark and related claims against a $20 billion valuation online sale platform in the U.S. District Court for the Southern District of New York.
• U.S. company and its executive in a motion to quash four subpoenas issued under a U.S. federal court order in connection with 28 U.S. Code § 1782. with respect to assistance to foreign and international tribunals and to litigants before such tribunals.
• Global high-tech conglomerate headquartered in Asia in its global re-organization and dispute settlement involving two dozen overseas subsidiaries.
• One of the world’s largest insurance companies in its successful recovery on a subrogation claim against one of China’s largest insurance companies, where the client won a favorable judgment in a Chinese court.

Financing

• Global leasing company in its acquisition and a concurrent bond offering to help fund the acquisition of a leading lessor of shipping containers which also owns a group of container lessors (all subsidiaries of a famous Chinese conglomerate), and integration to create one of the largest container leasing companies in the world.
• Leading marine container leasing companies, whose parent company is headquartered in Asia, in consummating a series of major financing transactions.
• Developer of chiral catalysts to close its Series B preferred stock round with a number of Asian venture capital funds.

Intellectual Property

Financial Services

• China‘s top private wealth management and Fintech company and several of its subsidiaries and affiliates with respect to a U.S. registered investment adviser license, robo-adviser license and broker-dealer license, and various private fund offerings.
• Prominent Asian private wealth management firm with respect to a U.S. broker-dealer license.

Trusts & Estates

• Asian high net worth individual clients in estate and tax planning and creating trusts.

Real Estate

• Asian conglomerate in its investment in multiple commercial real estate projects in the U.S.
• Asian real estate developer in investment in U.S. commercial real estate.
• Asian state-owned company in purchase of certain equity interests from a global leading commercial real estate group headquartered in the U.S.