As Asia expands its economic influence on the global marketplace, Asia-based companies are actively seeking to conduct business in the United States, access U.S. capital markets and invest in U.S. entities.
Going public in the U.S. is an expensive and time-consuming process that may require the foreign entity to reorganize its operations and comply with complex and unfamiliar corporate governance requirements. The enormous cultural differences and communication barriers add to the challenges and can impact how smoothly and efficiently deals are negotiated and disputes resolved.
Led by Partner Elizabeth Fei Chen, who was born and raised in Asia and is bilingual in Mandarin and English, Pryor Cashman’s Asia Practice combines legal acumen with cultural wisdom. Lawyers in the practice fully understand the challenges involved in cross-border transactions and possess a keen eye for business opportunities and a clear vision of how to achieve our client’s goals.
To view a brochure on our Asia practice in Mandarin, please click here.
What We Do
Drawing on our extensive corporate and securities law experience, we support private businesses in Asia seeking to go public in the U.S.. For example, we represented Galaxy Payroll Group Limited (Nasdaq CM: GLXG), a British Virgin Islands company, in its initial public offering of ordinary shares, raising gross proceeds of over $7 million. We advise on the public companies’ private placement financing transactions, including private placement in public equity (PIPEs), and handle U.S. Securities and Exchange Commission (SEC) registration statements and periodic reports.
We also help Asia-based companies evaluate inbound investment opportunities, comply with complex U.S. regulations and laws, and negotiate mergers and acquisitions. We conduct due diligence and offer regulatory compliance guidance, as well as connect clients with advisors adept at meeting the needs of Asia-based companies, including accounting firms, investor relations firms, bankers and placement agents.
For Asia-based clients listed on U.S. stock markets, we provide ongoing support with securities regulatory compliance and capital raising. We also strategize and execute “going private” and “going dark” transactions and work with companies choosing to re-enter U.S. markets.
Financing + M&A Transactions
Financially strong Asian companies are expanding their inbound investments, seeking to acquire targets in a wide range of U.S. enterprises. Supporting them in these acquisitions, we enable our clients to gain valuable assets and technologies, as well as leverage the industry knowledge, market access and goodwill of their deal partners. For instance, we advised Zhongpin Inc. (NASDAQ: HOGS) on a $60 million underwritten public offering and various PIPEs financing transactions with proceeds of over $75 million. We also advised China Green Agriculture, Inc. (NYSE: CGA) on a $25 million registered direct public offering and its listing on the NYSE, Kandi Technologies Group, Inc. (NASDAQ: KNDI) in its $71 million registered direct offering.
Combining transactional and regulatory experience with M&A skill and savvy in a number of critical legal areas, Pryor Cashman lawyers strategically negotiate, structure and execute complex cross-border transactions involving public and private mergers, stock and asset acquisitions, investments, intellectual property and real estate. We represented China Medicine Corporation, a manufacturer and leading distributor of prescription and traditional Chinese medicines, in its sale of a controlling interest to One Equity Partners, the global private equity investment arm of JP Morgan & Chase Co., for an aggregate $69.6 million. We also advised ChinaSoft International Limited, a large Asia-based comprehensive software and information service corporation listed in Hong Kong, on its acquisition of Catapult Systems, LLC, a premier Microsoft-focused consulting company headquartered in Austin, Texas, for an aggregate of $41 million.
Publicly Traded Companies
For our clients that are publicly traded in the U.S., we often act as SEC and corporate counsel, offering guidance on corporate governance, board and committee representation, SEC reporting and compliance, and foreign private issuer representation. We are experienced in counseling Asia-based businesses in a wide variety of industries, including pharmaceuticals, software, construction, manufacturing, agribusiness, food and beverage, technology and telecom.
We also provide logistical support regarding such essential matters as tax, immigration, executive compensation and real estate. For example, when energy giant Sinopec USA (NYSE: SNP) wanted to expand its U.S. operations, we helped it secure corporate offices in Midtown Manhattan and handled U.S. visa applications for key employees.
De-SPAC Transactions
We have extensive experience advising Asia-based companies in de-SPAC business combinations, guiding clients through the regulatory and transactional complexities of accessing the U.S. capital markets through mergers with special purpose acquisition companies (SPACs). We advise clients throughout the transaction, including on transaction structuring, merger agreements, SEC disclosure and compliance, financing arrangements and post-closing public company matters.
Our recent representations include advising Auto Services Group Limited, a leading provider of digitalized auto services and auto insurance, in its business combination with Goldenbridge Acquisition Limited, a British Virgin Islands special purpose acquisition company, resulting in a combined company, SunCar Technology Group Inc. (NASDAQ: SDA), valued at approximately $858 million. We also represented Able View Inc., one of the largest comprehensive brand management partners of international beauty and personal care brands in China, in its business combination with Hainan Manaslu Acquisition Corp. (NASDAQ: HMAC), a publicly traded special purpose acquisition company, resulting in a combined company, Able View Global Inc. (NASDAQ: ABLV), valued at approximately $400 million.
Our representation also extends beyond the completion of de-SPAC transactions. For example, we represented SunCar Technology Group Inc. in its follow-on offerings to institutional investors, raising aggregate gross proceeds of approximately $71 million.
Investigations + Disputes
Highly regarded for our Litigation practice, we regularly represent clients in SEC, Financial Industry Regulatory Authority (FINRA) and internal investigations, defend clients in securities class actions and other litigation, and protect our clients' businesses, livelihood, property and creations.
