U.S.-China Phase One Trade Deal
By Robert M. Oberlies and Jessie Lu
The United States and China announced on December 13, 2019, that the two countries have reached agreement on a Phase One trade deal.
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Robert M. Oberlies
Shareholder
Email: roberlies@fredlaw.com
Office: 612.492.7242
Mobile: 612.913.0369
Assistant: Mary Pearson, 612.492.7857
PRIMARY SERVICES
Mergers & Acquisitions
Private Equity
China Practice, Chair
Corporate Governance
Securities
Anti-Counterfeiting
Business & Tax Planning
Cross-Border M&A
Foreign Corrupt Practices Act & Anti-Corruption
International
FEATURES
Bob’s business forum column “Are We Resetting Our Trade Relationship with China or Just Muddying the Waters?” was published in the Star Tribune on June 24, 2018
Overview
Experience
Articles & Presentations
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Honors & Education
Professional Activities
Overview
Bob is a trusted advisor to global companies on complex international transactions, including advising on several of the largest M&A deals between North America and China.
Bob has helped clients on their most sensitive and strategic projects across the Americas and Asia, assisting multinational companies and private equity firms in successfully growing their business operations in Asia and in completing key acquisitions of a global nature. Bob practiced law for more than seven years in China, and has counseled clients across a broad range of industry sectors, including life sciences and health care, agribusiness, energy, consumer products, retail and logistics. He has advised North American and European clients on their strategic M&A and joint ventures in the US and abroad, market entry and exit strategies, corporate governance, anti-monopoly and national security review, labor and collective bargaining laws, customs compliance and risk management. He has extensive experience counseling clients on anti-corruption and related compliance issues, conducting internal investigations and helping to design and implement effective compliance programs.
Experience
REPRESENTATIVE EXPERIENCE
Life Sciences and Healthcare
- SHANGPHARMA, a leading China-based CRO company, in its pre-IPO financing and structuring equity incentive plan.
- ACIST MEDICAL in connection with negotiating and structuring distribution and commercial partnerships in China.
- WORLD LEADING HOSPITAL in regulatory compliance and related partnerships in Asia.
- WORLD LEADING CARDIAC HOSPITAL in structuring joint venture with China private hospital to engage in specialty heart clinic.
- GLOBAL TOP 10 BIO-TECH COMPANY in its acquisition of traditional Chinese medicine company in China.
- MITSUI & COMPANY VENTURE PARTNERS in advising venture capital arm of Mitsui Group, one of Japan’s largest publicly traded companies, in connection with acquisition of China biopharma company and producer of cancer drugs.
- LEADING PRODUCER OF BIOLOGICAL TESTING TECHNOLOGIES FOR THE CLINICAL DIAGNOSTIC AND LIFE SCIENCES INDUSTRIES in R&D collaborations, partnerships and corporate counseling for operations in China and Japan.
- CHINA BIOLOGIC PRODUCTS, INC., a NASDAQ listed biopharmaceutical company and the largest non-state-owned plasma-based biopharmaceutical company in China, in the issuance of convertible bonds.
- LEADING MEDICAL DEVICE MANUFACTURER in connection with its operations in Greater China, including licensing, employment, regulatory compliance and commercial transactions.
- ORBIMED PARTNERS in a US$ 10 million Series C convertible redeemable preferred share placement among Orbimed Partners, Legend and Bonovo Orthopedics, a leading manufacturer of orthopedic implants for the Chinese healthcare market.
- US BIO-TECHNOLOGY COMPANIES in licensing and technology transfer agreements with Chinese companies and universities.
- GLOBAL BIO-TECHNOLOGY COMPANIES in patent infringement lawsuits in the U.S. and China.
- LEADING DOMESTIC AND INTERNATIONAL BIO-TECH COMPANIES on their general corporate matters, government affairs and regulatory matters regarding business operation, sales and distribution.
Mergers and Acquisitions
- EUROPEAN LISTED COMPANY on in its acquisition of leading Chinese manufacturer of die cutting machinery.
- NV BEKAERT SA in its acquisition of PRC subsidiaries of Bridgestone Corporation.
- ZORAN CORPORATION in its US$ 166 million acquisition of Microtune, Inc. and its Chinese subsidiaries.
- EUROPEAN LISTED COMPANY with respect to proposed US$ 1.4 billion spin-off and auction sale of PRC operations.
- NV BEKAERT SA in its acquisition of a controlling position in a leading PRC state owned steel products manufacturer.
- HARSCO CORPORATION in its US$ 200 million acquisition of Excell Materials, Inc., a multinational company that specializes in the development of minerals technologies.
- SINOPEC INTERNATIONAL on its acquisition of Toronto Stock Exchange-listed Daylight Energy Ltd. (Daylight) for a total cash consideration of US$ 2.9 billion. The deal was named among LEXPERT’s Top 10 Deals of the Year.
- CNOOC INTERNATIONAL LIMITED with corporate reorganization in connection with its US$ 2.2 billion acquisition from Chesapeake Energy of a 33.3% net undivided interest in oil and gas leases covering 600,000 acres in the Eagle Ford Shale, Texas, U.S.
- CHINA’S LARGEST PETROLEUM EXPLORATION AND PRODUCTION COMPANY as international counsel in connection with its proposed investment in a multi-billion dollar LNG terminal and pipeline development project in Kitimat, British Columbia.
- PETRO CHINA in its bid to purchase assets in Norway and Africa.
- SHANGHAI MUNICIPAL GOVERNMENT’S ASSET MANAGEMENT COMPANY on proposed acquisition of U.S. geothermal power plant.
- CHINESE STATE OWNED NUCLEAR POWER CORPORATION on a proposed US$ 1.2 billion outbound acquisition of mining assets in Africa.
- WUHAN IRON AND STEEL on US$ 400 million acquisition of Australian iron ore mine.
- CAREER EDUCATION in the acquisition and financing of a group of for-profit colleges.
- EXCELON CORPORATION in the sale of several U.S. subsidiaries and business divisions.
Private Equity
- LEADING NATIONAL MIDDLE MARKET PRIVATE EQUITY FUND with a wide variety of transaction values and industries.
- MIDWEST PRIVATE EQUITY FUND in platform acquisition of an industrial services and transportation company.
- CENTURY BRIDGE CAPITAL, LLC in connection with its China real estate investment projects.
- PRIVATE EQUITY CONSORTIUM in connection with the US$ 600 million sale of the Wittur Group to Triton Partners.
- VENTURE ARM OF GERMAN MEDIA CONGLOMERATE in connection with its Series B Preferred Shares investment in PRC telecom software provider.
- WORLD’S LARGEST ASSET MANAGEMENT COMPANY in its proposed investment in China’s largest manufacturer of residential and commercial refrigeration systems.
- EUROSOCCER DIGITAL TV HOLDINGS in its issuance of Series B Convertible Preferred Shares in a US$ 40 million private placement and earlier bridge financing.
- BEST LOGISTICS COMPANY LIMITED in the issuance of Series A, B and C rounds of growth financing.
- MATRIX CHINA PARTNERS in the bridge financing to and purchase of Series A redeemable preferred shares from PRC technology start-up.
- CM ACQUISITIONS in its acquisition from ABB of foundry business with business units in Germany, China and Brazil.
Joint Ventures, Licensing and Other Transactions
- NABORS INDUSTRIES in connection with the proposed formation of joint ventures with leading Chinese state-owned power generation company to develop oil and gas assets in the U.S. and provide drilling services in China.
- FORTUNE 50 EXPLORATION AND PRODUCTION COMPANY in connection with negotiations with PetroChina Co. Ltd. to explore and develop shale oil in China’s northwestern Xinjiang region.
- FORTUNE 50 TELECOMMUNICATIONS COMPANY on the restructuring of its US$ 1 billion outsourcing agreements with IBM.
- CNOOC INTERNATIONAL with corporate reorganization in connection with its US$ 2.2 billion acquisition from Chesapeake Energy of a 33.3% net undivided interest in 600,000 acres in Eagle Ford, Texas, U.S.
- ITALY’S LARGEST INDUSTRIAL COMPANY in connection with its production sharing agreements with China National Offshore Oil Corporation and Chevron China Energy Company.
- CNOOC (CHINA) LIMITED AND HUSKY OIL CHINA LTD. in structuring and negotiation allocation, processing and transportation agreements for Liwan Processing and Transportation System.
Commercial Finance and Other Debt Transactions
- ANTARES CAPITAL – Negotiated and documented on behalf of senior lender three rounds of acquisition financing for dental practice management company and eventual sale of the business to strategic buyer.
- CITADEL – on distressed bank debt trading transactions, including par and distressed syndicated bank debt, senior and subordinated.
- GE CAPITAL – Negotiated and documented on behalf of senior lender acquisition financing for leading global IT utility company (total value of facility approx. US$ 200 million).
- INDUSTRIAL AND COMMERCIAL BANK OF CHINA – Lead associate advising the largest of China’s “Big Four” state owned commercial banks in negotiating bank-to-bank facility agreements with foreign banking institutions.
Anti-Corruption/CFIUS/Exon-Florio/Corporate Compliance
- Extensive experience advising U.S. and foreign companies on transactional, regulatory matters related to cross-border investment in the U.S., including all aspects of the U.S. national security review process of foreign investments, as administered by the Committee on Foreign Investment in the United States (“CFIUS”).
- More than 13 years of experience advising companies on anti-corruption and related compliance issues, conducting internal investigations and helping to design and implement effective compliance programs in a range of industries including medical devices, pharmaceuticals, energy, manufacturing and mining.
- Counseled U.S. and European clients on China’s Anti-Monopoly Law, customs disputes, Chinese labor and employment issues, including in the areas of collective bargaining, layoffs and equity incentive compensation.
Articles & Presentations
U.S. Trade Update
August 28, 2019
By Robert M. Oberlies and Jackson Guo
China’s Ministry of Finance announced new tariffs of between 5 percent and 10 percent on $75 billion worth of imported goods from the United States, affecting products in the Midwestern states and deepening tensions between U.S. and China.
25% Tariffs on $200 Billion Worth of Chinese Goods
May 13, 2019
By Robert M. Oberlies and Jessie Lu
The U.S. Government increased tariffs last Friday on $200 billion worth of Chinese goods, hiking the tariff rate from 10 percent up to 25 percent.
U.S. Begins Collecting Section 301 Duties on Products of China Origin
July 6, 2018
By Robert M. Oberlies & Jessie Lu
The U.S. government’s first tariffs on $34 billion of Chinese imports come into effect on July 6, 2018.
Impact of New Cybersecurity Law on Foreign Companies in China
December 5, 2016
By Robert M. Oberlies & Jessie Lu
On November 7, 2016, China’s Standing Committee of the National People’s Congress adopted the Cybersecurity Law of the People’s Republic of China (Cybersecurity Law). The Cybersecurity Law will take effect on June 1, 2017.
New Regime for China Foreign Direct Investment
October 13, 2016
By Robert M. Oberlies & Jessie Lu
On October 8, 2016, China’s Ministry of Commerce issued interim measures further stream-lining the process for establishing companies in China and related corporate changes. Find out how this will impact companies doing business in China and future investment.
China (Shanghai) Pilot Free Trade Zone (II): New Developments
January 7, 2014
It has been just over three months since the China (Shanghai) Pilot Free Trade Zone (the Shanghai FTZ) was officially opened on September 29, 2013. In that time, new rules have been released and more than a thousand new enterprises have been established. This article aims to provide an update on the most important developments in the Shanghai FTZ.
PUBLICATIONS & PRESENTATIONS
- Panelist, “Privacy and Security in Cross-Border Investigations,” Fredrikson & Byron’s Cross-Border Investigations Seminar, November 12, 2019
- Quoted in “Trading in Turmoil,” Middle Market Growth, November 2019
- Co-Presenter, “Global Supply Chain Trends and Developments: Asia and Latin America,” Fredrikson & Byron and Global Minnesota Program, June 18, 2019
- Featured in “Five Attorneys Decipher Intellectual Property Law,” Twin Cities Business, September 28, 2018
- “Are We Resetting Our Trade Relationship with China or Just Muddying the Waters?” Star Tribune, June 24, 2018
- Featured in “Businesses Trumped Trying to Figure Out U.S. Trade Policy,” Star Tribune, June 7, 2018
- Moderator, “Bridging the Gap in US China Negotiation and Communication Styles,” Fredrikson & Byron and Global Minnesota Program, May 23, 2018
- Speaker, “Sourcing and Supply Chain Management in Asia – Trends and Best Practices,” 2017 Best Practices Conference, October 26, 2017
- Co-Presenter, “Key Issues in Cross-Border M&A,” Fredrikson & Byron Cross-Border M&A Seminar, April 11, 2017
- Co-Presenter, “Trends in Global Manufacturing and Supply Chain Management,” Fredrikson & Byron Foreign Manufacturing Seminar, January 19, 2017
- Speaker, “Addressing Underperforming Businesses in China,” Turnarounds, Restructurings and Wind-Downs in China Webcast, July 21, 2016
- Moderator, “Winning Strategies for Navigating China’s New Normal,” FredEvent, September 2015
- Panelist, “Cross-Border Private Equity and Venture Capital Transactions,” American Bar Association, Business Law Section Annual Meeting, September 2015
- Speaker, “US Department of Commerce, Business Forum Series on Healthcare/Life Sciences, Country Outlook: China,” November 2014
- Speaker, “Financial Reform Guidelines and Cross-Border Use of RMB in the Shanghai Free Trade Zone,” Shanghai Business Review Forum, October 2014
- Panelist, “Doing Business in Asia – Opportunities & Best Practices,” Fourth Annual IowAsia Business Summit, September 2014
- Speaker, “A Day in the Life of a Multinational Corporation in China: Resolving Risks of Corruption,” 7th China Summit on Anti-Corruption, June 2014
- Speaker, “Shanghai Free Trade Zone: What does it mean for your business?,” Shanghai Business Review Forum, February 2014
Honors & Education
EDUCATION
- Northwestern University School of Law, J.D., 2002
- Holy Cross College, B.A., 1996
BAR ADMISSIONS
- Illinois, 2002
- Minnesota, 2016
LANGUAGES
- Chinese (Mandarin)
- English
Professional Activities
PROFESSIONAL ACTIVITIES
- American Bar Association, Member
- International Bar Association, Member
COMMUNITY
- Co-Chair, Minnesota China Business Council
- Member, Committee on Foreign Relations – Minnesota
- St. Paul Chamber Orchestra, Board Member and Governance Committee Vice Chair