Counsel to Counsel - January 2008 - (Page 18) partnership at a glance Carlton Fields Carlton Fields’ Corporate, Securities and Tax practice group works with private organizations as well as public corporations and partnerships, limited liability companies and other business organizations of every size, at every stage. The firm works with private equity funds, venture capital firms and emerging clients in acquisition and financing activities. of Political Science and Law, Chongqing, China. Jin can be reached at jliu@carltonfields.com. William D. Rohrer, an international tax attorney and a certified public accountant, is a member of Carlton Fields’ Corporate, Securities and Tax practice group. His practice focuses on strategic tax planning for foreign and domestic clients, many of whom have tax issues spanning multiple tax jurisdictions. He represents multinational companies, including both closely held and public companies doing business inside and outside the United States. William is co-chair of the International Tax Committee for the International Law Section of the American Bar Association. He is Peer Review Rated and can be reached at wrohrer@carltonfields.com. “Chinese companies who wish to attract foreign capital generally form joint ventures outside of China,” says Carlton Fields’ Shareholder William D. Rohrer. “Because Chinese law and standard business practices are still evolving, and because high-tax jurisdictions such as the United States are unattractive,” the joint ventures that Carlton Fields is helping Hisense develop are based in low- or no-tax jurisdictions such as the Cayman Islands. “These foreign joint ventures are not cookie-cutter transactions,” Rohrer says. “They each have unique characteristics, constraints and challenges. So, we’re really on the cutting edge when it comes to setting up these joint ventures for Hisense.” Carlton Fields has been representing Hisense and its subsidiaries on multiple deals, including the sale of stock of tax Seth P. Joseph is a shareholder in the Corporate, Securities and Tax practice group at Carlton Fields, where he has extensive experience with securities and mergers and acquisitions practice, including domestic and cross-border assignments. Joseph has twice served as general counsel of public and pre-IPO technology companies with substantial cross-border technology sharing and ownership of non-U.S. companies. He is Peer Review Rated. Contact Seth at sjoseph@carltonfields.com. Jin Liu is an associate in Carlton Fields’ Real Estate and Finance and Corporate, Securities and Tax practice groups. She has a juris doctor from the University of Missouri-Kansas City School of Law and a law degree from Southwest University Photo by Jay Carlson important. Forward-looking statements, which Western shareholders and bankers scrutinize carefully when considering investments, were nonexistent. To compete in a global economy, leading Chinese companies like Hisense have implemented International Financial Reporting Standards. The legal systems and the role of attorneys are also quite dissimilar, as few companies in China look to their attorneys as trusted advisers the way that U.S. corporations do. “During the first couple of deals, there were a lot of questions about why things needed to be done a certain way,” recalls Joseph. “Hisense is much more Westernized now. But most companies in China haven’t gone through the learning curve that Hisense has.” Step 3: Finding the Capital Adapting GAAP standards and including forward-looking statements in annual reports are only some of the challenges that Hisense and Carlton Fields face when seeking Western investments. Among other challenges, foreign entities are forbidden from investing directly in Chinese companies. Finding other methods for foreign investment into China requires a great deal of ingenuity and technical knowledge. haven subsidiaries, and on its commercial relations in North America. Like the transactions themselves, the relationship between Hisense and Carlton Fields is not formulaic. “We feel a lot of friendship [with the Carlton Fields] team,” says Wang. “Things have gotten very smooth.” Joseph agrees. “We have to be very understanding of their business environment,” he says. “We have to be very sensitive as to what will work for them. It takes a long time to develop that.” 18 LexisNexis® Martindale-Hubbell®
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