Publications
Starting an IT Consulting Business--Interview/Article (techinsurance.com)
September 19, 2017
Ask your lawyer these 18 things before starting an IT consulting business.
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One Perception of What Brexit Could Mean for Chinese Outbound Investments and Acquisitions [LinkedIn]
June 27, 2016
Andrew Ross discusses Brexit's possible positive implications for Chinese investment in the United States.
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U.S. Middle Market Deals: Catching the China Outbound Acquisition and Investment Wave [LinkedIn]
February 4, 2016
Andrew Ross discusses the negative impact of the lack of investment banking infrastructure supporting China middle market foreign direct investment in the United States and means of addressing this.
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Republican Presidential Debate Addresses Chinese Investment in the United States [LinkedIn]
November 12, 2015
Andrew Ross addresses the question raised in the November 10, 2015 Republican Presidential Debate regarding Chinese investment in the United States.
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Potential Impact of Recent China Economic Events on China FDI [LinkedIn]
AUGUST 31, 2015
Andrew Ross discusses China’s recent economic turmoil, with a dramatic decline in its GDP, the devaluation of the yuan and a steep drop in its domestic stock markets.
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A Study Analysis and Recommendations on Approaches to First U.S. Acquisitions by Non-U.S. Companies: How Chinese Companies May Succeed in Overseas M&A Transactions [Beyond Borders Blog]Blog Post
AUGUST 04, 2014
Recently, as the pace of “going global” speeds up, a large amount of Chinese companies have participated in M&A, control investments and substantial minority investments in businesses and properties located outside of China. Moreover, the development of China’s economy will make China a major...
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How Chinese Companies May Succeed in Overseas M&A Transactions [China Economic Net]
JUNE 25, 2014
There are many reasons that Chinese companies are doing business in foreign countries, especially in the United States. From a macro perspective, the Chinese government provides large amounts of policy support in favor of going global. From the perspective of various companies, they may have multiple goals in mind when doing an overseas M&A. In general, Chinese companies have three important reasons to go global. The first reason for a transaction can be to obtain goods and services not otherwise available to them. Examples can include talent generally, including intellectual property and research and development capabilities and facilities, such as Alibaba’s U.S. acquisition and the acquisition of Compete Genomics, a U.S. DNA mapping company. The second reason for a transaction can be to acquire a company, such as a seller of valued international or U.S. brands, and in addition to continuing to sell their goods outside China, also sell them in China. In this way, Chinese companies may utilize the existing marketing and sales channels of the target companies and accomplish the win-win solution in both national and international markets. The third reason for a transaction can be to acquire products that flesh out a product line or improve a competitive market position. Going global can also increase market share and increase brand recognition.
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中国公司如何成功完成海外收购活动？[China Economic Net]
JUNE 25, 2014
近年来,随着中国企业“走出去”的步伐不断加大,有相当数量的中国公司已经开展了对境外公司的并购、控制权收购和重大中小股权投资等海外收购活动。中国经济实力的发展,也使中国有望成为各国外商直接投资(“FDI”)的主力军。但是,如何成功完成这类与国内完全不同的海外收购活动?如何在纷繁复杂的国际市场上,用最快速度寻找最有价值的合作伙伴?这些日益成为摆在中国企业面前的重大难题。近日,本报记者郭凯专访了美国海外收购咨询专家罗安祖律师,他以自己熟悉的中国企业在美国收购活动为范例,向我们阐释了海外收购领域的成功之道。
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SEC No-Action Letter re M&A Brokers [Corporate Alert]
FEBRUARY 19, 2014
On February 4, 2014, the staff of the Securities and Exchange Commission (the SEC) issued a revised no-action letter (the No-Action Letter). In the No-Action Letter the staff states it will not recommend enforcement action against parties qualifying as M&A Brokers (as defined in the No-Action Letter) for failure to register under Section 15(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (i.e. registration as a broker-dealer) in connection with the purchase and sale of “privately-held companies” (as defined in the letter) conducted and structured in accordance with the No-Action Letter.
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Means for Chinese Investors to Protect Minority Investments in U.S. Businesses [China Daily & China.org.cn]
DECEMBER 11, 2013
Chinese companies have acquired all of, or at least controlling stakes in, a meaningful number of businesses in the United States. There are other Chinese companies which believe that an ownership interest in a U.S. business would provide valuable benefits to it, but for various reasons are unable or unwilling to obtain a controlling stake. This can be due to the unwillingness of existing owners to sell a majority position, the desire of the Chinese company for existing management owners to remain fully involved with the business, the high cost involved in obtaining control, or the reluctance of the Chinese company to commit the necessary capital to acquire control, among other reasons. While in many cases this leaves open the possibility of taking a minority position, many Chinese executives are reluctant to do so, believing that as minority stakeholders they cannot adequately protect their position and therefore their investment and the other objectives they may seek to obtain therefrom could be harmed. The purpose of this article is to explain how, with proper planning and the assistance of experienced U.S. legal counsel, in many cases these concerns can be so substantially ameliorated that a minority position becomes an acceptable basis to engage in a transaction in the United States. It is a given that in either a majority or minority stake deal, the transaction must be one which makes business sense for a Chinese company.
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对投资于美国企业的中国小股东的保护途径 [China Daily & China.org.com]
NOVEMBER 26, 2013
随着全球化的发展，许多中国公司已经成功收购或控股相当数量的美国企业。但也有一些中国公司尽管认为持有美国企业的股权会为其带来有价值的收益，由于种种原因不能或不愿获得美国企业的控股权。这其中的原因有很多，例如现有持股人不愿意出售其控股股权、中国公司更愿意现有的控股人继续管理企业、获得控制权需要的高成本以及中国公司不愿为获得控制权而投入大量资金等等。这时，中国公司还可以选择成为美国企业的小股东，但是许多中国公司高管并不愿意这么做。因为他们认为企业的小股东无法得到充分保护，他们的投资或预期目标也会因此受到损害。本文旨在讨论中国公司如何通过合理筹划和有经验的美国律师协助，解决中国公司高管担忧的问题，使在美国企业的少数股权投资成为可接受的交易模式。当然，无论是对美国企业进行多数股权或是少数股权的投资，前提必须是对中国企业具有商业价值的
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CFIUS Clears Purchase of Smithfield Foods [Beyond Borders Blog]Blog Post
OCTOBER 26, 2013
On September 6, 2013 the Committee on Foreign Investment in the United States (CFIUS) gave clearance for Smithfield Foods, Inc. to be purchased by China Shuanghui International Holdings, Ltd. CFIUS is an inter-agency committee authorized to review transactions that could...
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TalkingPoint: Structuring Earn-outs In The Current Climate [Financier Worldwide]
JULY 24, 2013
Seller’s interests in earn-outs remains limited since under them the seller bears the risk of future performance. Regardless, their use has been increasing as a result of factors otherwise inhibiting deals, such as the reluctance of buyers to risk cash and, in general, buyers having a greater choice of deals to pick among. This trend does not apply to acquisitions of public companies for which earn outs remain very rare for many reasons, including potential tax consequences. One trend is some increase by private equity firms selling portfolio companies to accept at least a portion of the purchase price via an earn-out.
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East Seeks West: What Your Chinese Rivals Are Planning in 2013 [AFP Exchange]
JANUARY 31, 2013
A new factor has recently emerged in the Chinese business community: Chinese companies increasingly are going global, i.e., engaging in foreign direct investment, or FDI, potentially resulting in dramatic changes to the competitive landscape.
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Acquisitions by Chinese Companies in the United States: The Case for Moving Forward Now [China.org.cn]
FEBRUARY 20, 2012
An accelerating number of Chinese companies are engaging in acquisitions and control investments, joint ventures and start-ups in the United States to carry out certain of their strategic goals and take advantage of attractive opportunities.
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中国公司在美国收购交易：走向全球独具益处
FEBRUARY 20, 2012
目前有越来越多的中国公司在美国进行收购、有控制的投资、合资企业和初创企业等交易，以达到其某些战略目标，不放过很具吸引力的商机。总得来说，还有许多中国公司出于各自的战略目的，正在考虑在美国进行交易。
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The Basics on Chinese Inbound Investment Deals [Caixin]
FEBRUARY 03, 2012
An accelerating number of Chinese companies are engaging in acquisitions and joint ventures in the United States and while it's generally understood that a large number of other Chinese companies are also considering doing so, many still hesitate.
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中国公司在美国收购交易的经验与分析
FEBRUARY 03, 2012
目前有越来越多的中国公司在美国进行收购、有控制的投资、合资企业和初创企业等交易，以实现其某些战略目标，避免错过极具吸引力的商机。
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Chinese Companies as Investment Opportunities [The Deal]
OCTOBER 11, 2011
The majority of U.S. companies' investors, buyers and joint venturers are other U.S. companies, although a significant number are Canadian and European. However, a growing trend is the emergence of Chinese companies in U.S. corporate transactions.
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An Overview of Considerations for Chinese Companies in Acquiring and Operating Business in the United States and Engaging in Other U.S. Transactions [Bloomberg Law Reports]
NOVEMBER 01, 2010
A growing number of Chinese companies have made acquisitions, entered into joint ventures or engaged in Greenfield investments in the United States in furtherance of their particular strategic goals.
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综述：中国公司在美收购运营企业及从事其他对美交易的相
DECEMBER 31, 2010
越来越多的中国公司在美国进行收购、成立合资企业或参与新建项目投资，从而推进他们的特定战略目标。 新近的交易案例包括阿里巴巴公司完成两笔对美国公司的收购以及广州中望龙腾软件股份有限公司完成对一家美国CAD/CAM 软件公司的收购。
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Acquisitions by Chinese Companies in the United States [Securities & Commodities Regulation]
MAY 19, 2010
Chinese company acquisitions of U.S. businesses, fueled by China’s growing economic power, are on the rise. Such transactions require regulatory approvals in China and in some cases may be blocked in the U.S. by national security concerns or fears of job loss. Given their veryBeijing, Shghair different culture and relative inexperience in the U.S. market, Chinese buyers will need expert advice on the U.S. deal-making process and U.S. sellers may seek special protective measures to enforce their rights and collect post-closing amounts due them from Chinese buyers.
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中国公司在美国进行的收购
MAY 19, 2010
由于中国的经济力量不断增长，中国公司对美国企业的收购量也不断上升。此类交易需要中国的监管批准，在有些情况下，美国出于对国家安全的担忧和对就业机会方面的担心，可能会阻挠这类交易。由于文化差异较大以及在美国市场的经验不足，中国的买家需要在美国交易过程方面得到专家的建议，而美国的卖家可能寻求特殊的保护措施，以行使他们的权利并从中国的买家收取他们应得的结算后金额。
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Events and Speeches
Lecturer and Delegate to Sichuan Province Hosted "Dialogue between Gao County and the World" Conference: Chengdu, China: August, 2017
Lecturer and Delegate to Sichuan Province Hosted Silk Industry Development Seminar: Gao County, China: August, 2017 (photo, bottom)
Invited Panelist. Global Investment Conference 2016: US-China Cross-Border Investment and Global Asset Allocation: New York, NY: October, 2016
Invited Speaker, FOTT China-YS Financial Institution and FAmily Asset Management Summit: New York, NY: September, 2016
Speaker, Chongqing (China) Bar Association Delegation: New York, NY: September, 2016
Columbia Business School Asian Alumni Society Panel (Moderator and Speaker): China - U.S. Cross-Border Transactions Panel Discussion: New York, NY: June, 2016
Lecture to the Independent Special Interest Group of The Executive Forum, an association of over 350 C level executives: New York, NY: May, 2016
Lecture to a Delegation of Senior Attorneys from an Alliance of Chinese Law Firms from the Southern Region of China: New York, NY: May, 2016
Lecture to Executives of CRRC: Suzhou, China; April, 2016 (photo, right)
Mr. Ross lectured in Suzhou, China at the Executive Education training program for Executives from China Railway Rolling Stock Corporation (CRRC) (中国中车) sponsored by the International Business School of Suzhou (IBSS) at Xi’an Jiaotong-Liverpool University.
CRRC is a Chinese state-owned rolling stock manufacturer, formed on June 1, 2015 with the merger of two major Chinese manufacturers. At inception, it had 175,700 employees, and is the largest rolling stock manufacturer in the world. CRRC has been actively pursuing projects in the United States and in March, 2016 was awarded a $1.3 billion rail car contract in Chicago.
Chinese Commercial Lenders Delegation to the United States: Presentation on Lending to Chinese Companies Doing Business in the United States: New York, NY; July, 2015
Chinese National and Provincial Government Delegation to the United States: Panel on Retail Chain Business in the United States (Moderator and Speaker): New York, NY: October, 2014
Andrew Ross Interviewed on China Central Television: Interviewed about a D.C. Circuit Court of Appeals ruling that as a matter of first impression a foreign party could bring a judicial challenge against an order of the President of the United States blocking a U.S. acquisition on national security grounds under CFIUS: New York, NY; July 23, 2014
Columbia Business School Asian Alumni Society Panel (Moderator and Speaker): Panel Presentation on Chinese Investment in the United States: New York, NY; April, 2014
Protecting Legal Rights and Enforcement of Remedies in the United States: An Overview of Key Contractual Provisions and Dispute Resolution in the United States: Beijing, China; March, 2014
Chinese Companies Going Global (Moderator and Speaker): Beijing, Shanghai, Suzhou (International School of Business), Wuhan, Xi'an, and Zhengzhou, China; March 2014
Deloitte CFO Conference: Doing International Business: West Conshohocken, PA; June, 2013
United Nations Commutech Group 2013-Chinese Business Network: New York, NY; January, 2013
Going Global: Information for Chinese Companies Considering Engaging in Transactions and Conducting Business in the United States (Moderator and Speaker): Beijing, Shanghai, and Suzhou, China; October, 2012
Doing Business in China: A Multidisciplinary Examination of How Foreign Companies Navigate The Ever-Changing Chinese Market Landscape: Harvard University, Cambridge, MA; September, 2012
China-U.S. Business Alliance: Selling U.S. Companies to Chinese Buyers; A Practical Perspective: New York, NY; May, 2012
Harvard Club Forum: Key Considerations in China to U.S. Deals: New York, NY; April, 2012
Exiting Your Private Business: New York, NY; March, 2012
How to Become a Global Company Now through Acquisition: Beijing, Shanghai, and Suzhou, China; November, 2011
China Investment Group: New York, NY; March, 2011
IQPC International Mergers and Acquisitions 2010: Discovering New Opportunity in a Changing Environment: New York, NY; March, 2010
Core Competencies for Corporate Counsel: Mergers and Acquisitions; Selected Issues in Structuring and Negotiating the Deal: New York, NY
The Advertising and Marketing Communications Industry Mergers and Acquisitions Forum: Negotiating and Structuring the Deal; The Seller's Perspective: New York, NY
The Telemarketing and Call Center Mergers and Acquisitions Forum: The Purchase Agreement; The Seller's Perspective: New York, NY
Lecture in Gao County, Sichuan, China: August, 2017